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                                  EXHIBIT 3(a)

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       MPW INDUSTRIAL SERVICES GROUP, INC.



                                    ARTICLE I
                                    ---------

         The name of the corporation is MPW Industrial Services Group, Inc. (the
"Corporation").


                                   ARTICLE II
                                   ----------

         The place in the State of Ohio where the Corporation's principal office
is located is the City of Hebron, Licking County.


                                   ARTICLE III
                                   -----------

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.


                                   ARTICLE IV
                                   ----------

         A.    AUTHORIZED CAPITAL STOCK. The Corporation is authorized to issue
35,000,000 shares of capital stock, consisting of 30,000,000 shares of common
stock, without par value ("Common Stock"), and 5,000,000 shares of preferred
stock, par value $0.01 per share ("Preferred Stock") consisting of 500,000
shares of Class A Preferred Stock, 2,250,000 shares of Class B Preferred Stock,
and 2,250,000 shares of Class C Preferred Stock.

         B.    PREFERRED STOCK. The Board of Directors shall have authority to
issue Preferred Stock from time to time in one or more classes or series. The
express terms of shares of a different series of any particular class shall be
identical except for such variations as may be permitted by law. Subject to such
express terms as may hereafter be adopted by the Board of Directors, the voting
rights of Class A Preferred Stock, Class B Preferred Stock and Class C Preferred
Stock shall be follows:

               1.   Each holder of Class A Preferred Stock shall be entitled to
         100 votes per share and, except as otherwise required by law, shall
         vote together with the Common Stock as a single class on all matters
         properly submitted to a vote at a meeting of the shareholders.

               2.   Each holder of Class B Preferred Stock shall be entitled to
         one vote per share and, except as otherwise required by law, shall vote
         together with the




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         Common Stock as a single class on all matters properly submitted to a
         vote at a meeting of shareholders.

               3.   Holders of Class C Preferred Stock shall have no voting
         rights.


                                    ARTICLE V
                                    ---------

         The Board of Directors shall be authorized hereby to exercise all
powers now or hereafter permitted by law providing rights to the Board of
Directors to adopt amendments to these Amended and Restated Articles of
Incorporation (i) to fix or change the express terms of any unissued or treasury
shares of any class, including, without limiting the generality of the
foregoing: division of such shares into series and the designation and
authorized number of shares of each series; voting rights of such shares (to the
extent now or hereafter permitted by law); dividend or distribution rate; dates
of payment of dividends or distributions and the dates from which they are
cumulative; liquidation price; redemption rights and price; sinking fund
requirements; conversion rights; and restrictions on the issuance of shares of
the same series or any other class or series; all as may be established by
resolution of the Board of Directors from time to time (collectively, a
"Preferred Stock Designation"), and (ii) to include within these Amended and
Restated Articles of Incorporation such additional provisions, or amendments to
any existing provisions, as may hereafter be authorized by law.


                                   ARTICLE VI
                                   ----------

         Except as may be provided in any Preferred Stock Designation, holders
of shares of capital stock of the Corporation shall not be entitled to
cumulative voting rights in the election of directors.


                                   ARTICLE VII
                                   -----------

         Except as may be provided in any Preferred Stock Designation, no holder
of any shares of capital stock of the Corporation shall have any preemptive
right to acquire any shares of unissued capital stock of any class or series,
now or hereafter authorized, or any treasury shares or securities convertible
into such shares or carrying a right to subscribe to or acquire such shares of
capital stock.


                                  ARTICLE VIII
                                  ------------

         The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire capital stock of the Corporation of any class or classes in such manner,
upon such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
any Preferred Stock Designation at the time of such purchase or acquisition.




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                                   ARTICLE IX
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         Except as may be provided in any Preferred Stock Designation, the Board
of Directors shall be fixed from time to time in the manner provided in the
Amended Code of Regulations of the Corporation. Except as may be otherwise
provided in any Preferred Stock Designation, directors may be elected by the
shareholders only at an annual meeting of shareholders. No decrease in the
number of directors constituting the Board of Directors may shorten the term of
any incumbent director. Election of directors of the Corporation need not be by
written ballot unless requested by the presiding officer or by the holders of a
majority of the voting power of the Corporation present in person or represented
by proxy at a meeting of shareholders at which directors are to be elected. For
purposes of these Amended and Restated Articles of Incorporation, "voting power
of the Corporation" means the aggregate voting power of (1) all the outstanding
shares of Common Stock of the Corporation and (2) all the outstanding shares of
any class or series of capital stock of the Corporation that has (i) rights to
distributions senior to those of the Common Stock including, without limitation,
any relative, participating, optional, or other special rights and privileges
of, and any qualifications, limitations or restrictions on, such shares and (ii)
voting rights entitling such shares to vote generally in the election of
directors.


                                    ARTICLE X
                                    ---------

         Notwithstanding anything to the contrary contained in these Amended and
Restated Articles of Incorporation, the affirmative vote of the holders of at
least 80% of the voting power of the Corporation, voting together as a single
class, shall be required to amend or repeal, or adopt any provision inconsistent
with, Article VI, Article VII, Article VIII, Article IX or this Article X;
provided, however, that this Article X shall not alter the voting entitlement of
shares that, by virtue of any Preferred Stock Designation, are expressly
entitled to vote on any amendment to these Amended and Restated Articles of
Incorporation.


                                   ARTICLE XI
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         Any and every statute of the State of Ohio hereafter enacted, whereby
(i) the rights, powers or privileges of corporations or of the shareholders of
corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or (ii) whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
or (iii) whereby the authority of the directors to adopt amendments to the
Articles of Incorporation without shareholder approval shall be expanded, shall
apply to the Corporation and shall be binding not only upon the Corporation but
upon every shareholder of the Corporation to the same extent as if such statute
had been in force at the date of filing these Amended and Restated Articles of
Incorporation in the office of the Secretary of State of Ohio.


                                   ARTICLE XII
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         These Amended and Restated Articles of Incorporation supersede the
Corporation's existing Articles of Incorporation and all prior amendments
thereto.




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