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                                                                     EXHIBIT 3.1
                               AMENDED AND RESTATED
                             ARTICLES OF INCORPORATION
                                         OF
                      PROGRESSIVE DISTRIBUTION  SYSTEMS, INC.


     The undersigned Vice President of Progressive Distribution Systems, Inc., a
corporation formed pursuant to Minnesota Statutes, in order to amend and restate
the Articles of Incorporation of Progressive Distribution Systems, Inc. hereby
states as follows:

     The following Amended and Restated Articles of Incorporation of the
corporation were adopted by the written action of the corporation's sole
shareholder taken in writing in lieu of a meeting in accordance with Minnesota
Statutes, Chapter 302A.441, effective September 13, 1993:

                                     "ARTICLE I

     The name of this corporation shall be Progressive Distribution  Systems,
Inc.

                                     ARTICLE II

     The registered office of this corporation shall be located at 7652
Executive Drive, Eden Prairie, Minnesota  55344.

                                    ARTICLE III

     3.1  The authorized capital stock of this corporation shall be Ten Million
(10,000,000) which shall be Nine Million (9,000,000) shares of common stock of
the par value of one cent ($.01) per share (the "Common Stock"), and  One
Million (1,000,000) shares of preferred stock.

     3.2  Each of the authorized shares of this corporation now issued and
outstanding having no par value per share, without further action, shall be, and
hereby is, changed into (One (1) fully paid and nonassessable share of Common
Stock having a par value of one cent ($.01) per share.  Certificates for said
shares of Common Stock shall be issued on the aforesaid basis in place and upon
surrender of certificates for shares of Common Stock of the corporation
previously issued and outstanding; provided, however, that upon these Amended
and Restated Articles of Incorporation becoming effective, the holders of said
shares of Common Stock issued and outstanding shall hereupon cease to be holders
of said shares and shall be and become holders of the herein authorized shares
of Common Stock, whether or not certificates representing the shares of Common
Stock are then issued and delivered.

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     3.3  Subject to the provisions hereof and the limitations prescribed by
law, 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.

     3.4  Except as may be specifically provided in the resolution adopted by
the Board of Directors authorizing the issuance of any class or series of
Preferred Stock, as may be permitted in a shareholder control agreement adopted
pursuant to Section 302A.457 of the Minnesota Business Corporation Act, or as
otherwise required by law, the holders of the shares of Common Stock shall have
the sole voting rights of this corporation.

                                     ARTICLE IV

     No shareholder of this corporation shall be entitled to any cumulative
voting rights.

                                     ARTICLE V

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

                                     ARTICLE VI

     An action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation not needing approval by the shareholders under
Minnesota Statutes, Chapter 302A, may be taken by a 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.

                                    ARTICLE VII

     The number of directors of this corporation shall be fixed in the manner
provided in the Bylaws.

                                    ARTICLE VIII

     No director of this 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

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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 derives any improper personal
benefit; or (v) for any act or omission accruing prior to the date when this
provision becomes effective.

     The provisions of this Article VIII 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 VIII.

     If the Minnesota Statutes hereafter are amended to authorize the further
elimination 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 amended Minnesota Statutes."

     IN WITNESS WHEREOF, I hereunto set my hand this 21st day of September,
1993.


                    /s/ Richard J. Hegstrand
                    ---------------------------
                    Richard J. Hegstrand
                    Vice President



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