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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       HUTCHINSON TECHNOLOGY INCORPORATED


                                    ARTICLE I

       The name of this Corporation is Hutchinson Technology Incorporated.

                                   ARTICLE II

       The registered  office of this Corporation is located at 40 West Highland
Park, Hutchinson, Minnesota 55350.

                                   ARTICLE III

       This  Corporation  is  authorized  to issue an aggregate  of  100,000,000
shares, all of which shall be designated as Common Stock,  having a par value of
$0.01 per share.

                                   ARTICLE IV

       The  shareholders of this  Corporation  shall have no preemptive right to
subscribe  to any  issue  of  shares  of any  class of this  Corporation  now or
hereafter made. Voting by shareholders shall not be cumulative.

                                    ARTICLE V

       (a)    Whether or not a vote of shareholders is otherwise  required,  the
affirmative  vote of the holders of not less than two-thirds of the voting power
of the outstanding  "voting shares" (as hereinafter  defined) of the Corporation
shall be required for (i) the approval or  authorization  of any "Related Person
Business Transaction" (as hereinafter defined) involving the Corporation or (ii)
the  approval  or  authorization  by  the  Corporation,  in  its  capacity  as a
shareholder, of any Related Person Business Transaction involving a "Subsidiary"
(as  hereinafter  defined) which requires the approval or  authorization  of the
shareholders of the Subsidiary;  provided,  however, that such two-thirds voting
requirement   shall  not  be  applicable  if  the  "Continuing   Directors"  (as
hereinafter defined) by a vote of not less than the greater of (A) two-thirds or
(B) two of the Continuing  Directors have expressly  approved the Related Person
Business Transaction.

       (b)    For the purposes of this Article V:

       (i)    The term "Related Person Business  Transaction" shall mean (A) any
merger of the Corporation or a Subsidiary with or into a Related Person, (B) any
exchange of shares of the  Corporation  or a Subsidiary  for shares of a Related
Person  which,  in  the  absence  of  this  Article,  would  have  required  the
affirmative  vote of at least a majority of the voting power of the  outstanding
shares  of the  Corporation  entitled  to  vote or the  affirmative  vote of the
Corporation,  in its capacity as a shareholder of the Subsidiary,  (C) any sale,
lease, exchange,  transfer, or other disposition (in one transaction or a series
of transactions),  including without limitation a mortgage or any other security
device, of all or any "Substantial Part" (as hereinafter  defined) of the assets
either of the Corporation  (including  without limitation any voting shares of a
Subsidiary) or of a Subsidiary to or with a Related Person, (D) any sale, lease,
exchange,  transfer,  or other  disposition  (in one  transaction or a series of
transactions)  of all or any Substantial  Part of the assets of a Related Person
to or with the  Corporation or a Subsidiary,  (E) the issuance of any securities
of the Corporation (except pursuant to stock dividends, stock splits, or similar
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transactions  which would not have the effect of  increasing  the  proportionate
voting power of a Related  Person) or of a Subsidiary to a Related  Person,  (F)
any  recapitalization  or  reclassification   that  would  have  the  effect  of
increasing the proportionate  voting power of a Related Person, (G) the adoption
of any plan or proposal for the liquidation or dissolution of the Corporation at
the time the Corporation has a Related Person, and (H) any agreement,  contract,
arrangement, or understanding providing for any of the transactions described in
this definition of Related Person Business Transaction.

       (ii)   The term "Related Person" shall mean and include (A) any person or
entity  which,   together  with  its  "Affiliates"  and  "Associates"  (both  as
hereinafter  defined),  "beneficially  owns"  (as  hereinafter  defined)  in the
aggregate  20  percent  or  more  of  the  outstanding   voting  shares  of  the
Corporation, and (B) any Affiliate or Associate (other than the Corporation or a
wholly-owned subsidiary of the Corporation) of any such person or entity. Two or
more persons or entities acting as a syndicate or group,  or otherwise,  for the
purpose of acquiring,  holding, or disposing of voting shares of the Corporation
shall be deemed to be a "person" or "entity", as the case may be.

       (iii)  The term  "Affiliate",  used to  indicate  a  relationship  with a
specified  person or entity,  shall mean a person or entity  that  directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person or entity specified.

       (iv)   The term  "Associate",  used to  indicate  a  relationship  with a
specified  person or entity,  shall mean (A) any entity of which such  specified
person or entity is an officer or partner or is,  directly  or  indirectly,  the
beneficial  owner of 10 percent or more of any class of equity  securities,  (B)
any  trust or other  estate in which  such  specified  person  or  entity  has a
substantial  beneficial  interest or as to which such specified person or entity
serves as trustee or in a similar fiduciary capacity, (C) any relative or spouse
of such specified person, or any relative of such spouse,  who has the same home
as such specified  person or who is a director or officer of the  Corporation or
any  Subsidiary,  and  (D) any  person  who is a  director  or  officer  of such
specified  entity  or  any  of its  parents  or  subsidiaries  (other  than  the
Corporation or a wholly-owned subsidiary of the Corporation).

       (v)    The term  "Substantial  Part" shall mean 30 percent or more of the
fair market value of the total  assets of the person or entity in  question,  as
reflected on the most recent balance sheet of such person or entity  existing at
the time the  shareholders  of the  Corporation  would be required to approve or
authorize  the  Related  Person  Business   Transaction   involving  the  assets
constituting any such Substantial Part.

       (vi)   The term  "Subsidiary"  shall mean any corporation,  a majority of
the equity  securities  of any class of which are owned by the  Corporation,  by
another  Subsidiary,  or in the aggregate by the  Corporation and one or more of
its Subsidiaries.

       (vii)  The term  "Continuing  Director"  shall mean a director  who was a
member of the Board of Directors of the  Corporation  either on May 15, 1983, or
immediately  prior to the time that any Related  Person  involved in the Related
Person Business  Transaction in question became a Related Person,  provided that
in no event  shall a Related  Person  involved in the  Related  Person  Business
Transaction in question be deemed to be a Continuing Director.

       (viii) The term "voting  shares"  shall mean shares of capital stock of a
corporation entitled to vote generally in the election of directors,  considered
for the purposes of this Article as one class.

       (ix)   (A) A person or entity  "beneficially  owns" voting  shares of the
Corporation  if such  person or entity,  directly  or  indirectly,  through  any
contract, arrangement,  understanding,  relationship, or otherwise has or shares
(1) voting power which  includes the power to vote,  or to direct the voting of,
such voting shares, or (2) investment power which includes the power to dispose,
or to direct the disposition of, such voting shares. Any person or entity which,
directly  or  indirectly,  creates or uses a trust,  proxy,  power of  attorney,
pooling  arrangement  or any other  contract,  arrangement,  or device
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with the  purpose or effect of  divesting  such  person or entity of  beneficial
ownership of voting shares of the  Corporation or preventing the vesting of such
beneficial  ownership  as part of a plan or scheme to avoid  becoming  a Related
Person shall be deemed for purposes of this Article V to be the beneficial owner
of such voting shares.  All voting shares of the Corporation  beneficially owned
by a person or entity,  regardless of the form which such  beneficial  ownership
takes,  shall be  aggregated in  calculating  the number of voting shares of the
Corporation  beneficially  owned by such person or entity.  Any voting shares of
the Corporation  that any person or entity has the right to acquire  pursuant to
any agreement, contract,  arrangement, or understanding, or upon exercise of any
conversion right,  warrant, or option, or pursuant to the automatic  termination
of a trust, discretionary account or similar arrangement,  or otherwise shall be
deemed  beneficially  owned by such person or entity.  Any voting  shares of the
Corporation  not  outstanding  which any person or entity has a right to acquire
shall be deemed to be outstanding for the purpose of computing the percentage of
outstanding  voting shares of the Corporation  beneficially owned by such person
or entity but shall not be deemed to be outstanding for the purpose of computing
the  percentage of  outstanding  voting shares of the  Corporation  beneficially
owned by any other person or entity.

              (B) Notwithstanding  the  foregoing   provisions  of  subparagraph
(b)(ix)(A) hereof:

              (1) A member of a national securities exchange shall not be deemed
to be a beneficial  owner of voting shares of the  Corporation  held directly or
indirectly  by it on behalf of  another  person or entity  solely  because  such
member is the record holder of such voting shares and,  pursuant to the rules of
such exchange,  may direct the vote of such voting shares,  without instruction,
on other than  contested  matters or matters that may affect  substantially  the
rights or privileges of the holders of the voting shares of the  Corporation  to
be voted,  but is otherwise  precluded by the rules of such exchange from voting
without instruction;

              (2) A commercial bank, broker or dealer or insurance company which
in the  ordinary  course  of  business  is a  pledgee  of  voting  shares of the
Corporation  under a  written  pledge  agreement  shall  not be deemed to be the
beneficial  owner of such pledged  voting shares until the pledgee has taken all
formal  steps  necessary to declare a default and  determines  that the power to
vote or to direct the vote or to dispose  or to direct the  disposition  of such
pledged  securities  will be exercised,  provided that the pledgee  agreement is
bona fide and was not  entered  into  with the  purpose  nor with the  effect of
changing or influencing  the control of the  Corporation  nor in connection with
any  transaction  having such purpose or effect and, prior to default,  does not
grant to the  pledgee  the  power to vote or to direct  the vote of the  pledged
voting shares of the Corporation; and

              (3) A person or entity  engaged in business as an  underwriter  of
securities  who  acquires   voting  shares  of  the   Corporation   through  its
participation in good faith in a firm commitment  underwriting  registered under
the  Securities  Act of 1933, or comparable  successor  law, rule or regulation,
shall not be deemed to be the  beneficial  owner of such voting shares until the
expiration of forty days after the date of such acquisition.

              (x) A merger shall mean a statutory merger or consolidation.

              (c) For the purposes of this Article V the Continuing Directors by
a vote  of not  less  than  the  greater  of (A)  two-thirds  or (B)  two of the
Continuing Directors shall have the power to make a good faith determination, on
the basis of  information  known to them, of: (i) the number of voting shares of
the Corporation that any person or entity  "beneficially  owns",  (ii) whether a
person or entity is an  Affiliate or  Associate  of another,  (iii)  whether the
assets  subject  to  any  Related  Person  Business  Transaction   constitute  a
Substantial  Part,  (iv)  whether  any  business  transaction  is one in which a
Related Person has an interest, and (v) such other matters with respect to which
a determination is required under this Article V.
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            (d) The  provisions  set forth in this  Article  V,  including  this
paragraph  (d), may not be repealed or amended in any respect unless such action
is approved by the  affirmative  vote of the holders of not less than two-thirds
of the voting power of the outstanding voting shares of the Corporation.

                                   ARTICLE VI

            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;  provided, however, that this Article VI shall not eliminate
or limit the liability of a director to the extent  provided by  applicable  law
(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  section
302A.559 or 80A.23 of the  Minnesota  Statutes,  (iv) for any  transaction  from
which the director derived an improper personal  benefit,  or (v) for any act or
omission  occurring prior to the effective date of this Article VI. No amendment
to or  repeal  of this  Article  VI shall  apply to or have  any  effect  on the
liability or alleged  liability of any director of the  Corporation  for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment or repeal.