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                                                                     EXHIBIT 3.1



                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         HUNTSMAN PACKAGING CORPORATION

         Pursuant to and in accordance with Section 16-10a-1007 of the Utah
Revised Business Corporation Act (the "URBCA"), the following are the Second
Amended and Restated Articles of Incorporation of Huntsman Packaging
Corporation, a Utah corporation (the "Corporation"):

                                    ARTICLE I

                                      NAME

         The name of the Corporation is Huntsman Packaging Corporation.

                                   ARTICLE II

                               PURPOSES AND POWERS

         The Corporation is organized to engage in any and all lawful acts,
activities, and/or pursuits for which corporations may presently or hereafter be
organized under the URBCA.

         The Corporation shall have all powers allowed by law, including without
limitation those powers described in Section 16-10a-302 of the URBCA. The
purposes stated herein shall be construed as powers as well as purposes and the
enumeration of a specific purpose or power shall not be construed to limit or
restrict the meaning of general terms or the general powers; nor shall the
expression of one thing be deemed to exclude another not expressed, although it
be of like nature.

                                   ARTICLE III

                                AUTHORIZED SHARES

         The Corporation is authorized to issue three classes of shares, and the
total number of shares of all classes that the Corporation is authorized to
issue is One Million Two Hundred Thousand (1,270,000) shares. The number of
authorized shares and the designation, characteristics, preferences, limitations
and relative rights of each class of shares of the Corporation are as follows:

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                             1. Class A Common Stock

         1.1 Number, Designation and Par Value. The Corporation is authorized to
issue One Million Two Hundred Thousand (1,200,000) shares designated as "Class A
Common Stock," each having no par value (the "Class A Stock").

         1.2 Voting. The Class A Stock shall have the following rights with
respect to voting:

             (a) Except as otherwise expressly provided in this Article III, (i)
each outstanding share of Class A Stock shall be entitled to one (1) vote on
each matter to be voted upon by the shareholders of the Corporation, and (ii)
shares of the Class A Stock shall be voted together in a single voting group
with (x) shares of the Class B Stock (as defined below) and (y) if the Class C
Stock (as defined below) is entitled to vote on a matter pursuant to the URBCA,
shares of the Class C Stock.

             (b) In any election of the directors of the Corporation, the
holders of the outstanding shares of Class A Stock (the "Class A Shareholders"),
voting as a separate voting group, shall be entitled to elect one (1) director
(the "Class A Director") of the three (3) directors comprising the Board of
Directors of the Corporation (the "Board"). In addition, if the Class A Director
vacates his or her directorship, only the Class A Shareholders shall be entitled
to vote to fill the vacancy.

             (c) The Class A Shareholders may act by written consent (either
together with or without the Class B Shareholders and/or the Class C
Shareholders (each as defined below), as appropriate) in accordance with the
URBCA.

         1.3 Net Assets. Upon the dissolution of the Corporation, the Class A
Shareholders shall be entitled to receive, together with the Class B
Shareholders and the Class C Shareholders, on a pro rata basis, the net assets
of the Corporation.

         1.4 Payment. All issued shares of the Class A Stock shall be fully paid
and nonassessable.

                             2. Class B Common Stock

         2.1 Number, Designation and Par Value. The Corporation is authorized to
issue Ten Thousand (10,000) shares designated as "Class B Common Stock," each
having no par value (the "Class B Stock").



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         2.2 Voting. The Class B Stock shall have the following rights with
respect to voting:

             (a) Except as otherwise expressly provided in this Article III, (i)
each outstanding share of Class B Stock shall be entitled to one (1) vote on
each matter to be voted upon by the shareholders of the Corporation, and (ii)
shares of the Class B Stock shall be voted together in a single voting group
with (x) shares of the Class A Stock and (y) if the Class C Stock is entitled to
vote on a matter pursuant to the URBCA, shares of the Class C Stock.

             (b) In any election of the directors of the Corporation, the
holders of the outstanding shares of Class B Stock (the "Class B Shareholders"),
voting as a separate voting group, shall be entitled to elect two (2) directors
(each a "Class B Director") of the three (3) directors comprising the Board. In
addition, if a Class B Director vacates his or her directorship, (i) if the
vacancy is to be filled by the directors and a Class B Director remains on the
Board, only the remaining Class B Director shall be entitled to vote to elect a
new Class B Director to fill the vacancy, and (ii) if the vacancy is to be
filled by the shareholders, only the Class B Shareholders shall be entitled to
vote to fill the vacancy.

             (c) The Class B Shareholders may act by written consent (either
together with or without the Class A Shareholders and/or the Class C
Shareholders, as appropriate) in accordance with the URBCA

         2.3 Net Assets. Upon the dissolution of the Corporation, the Class B
Shareholders shall be entitled to receive, together with the Class A
Shareholders and the Class C Shareholders, on a pro rata basis, the net assets
of the Corporation.

         2.4 Payment. All issued shares of the Class B Stock shall be fully paid
and nonassessable.

                             3. Class C Common Stock

         3.1 Number, Designation and Par Value. The Corporation is authorized to
issue Sixty Thousand (60,000) shares designated as "Class C Common Stock," each
having no par value (the "Class C Stock").

         3.2 Voting. Except as otherwise required by the URBCA, the Class C
Stock shall have no voting rights. If ever



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shares of the Class C Stock shall be voted on a matter pursuant to the URBCA,
shares of the Class C Stock shall be voted together with shares of the Class A
Stock and shares of the Class B Stock in a single voting group.

         3.3 Net Assets. Upon the dissolution of the Corporation, the Class C
Shareholders shall be entitled to receive, together with the Class A
Shareholders and the Class B Shareholders, on a pro rata basis, the net assets
of the Corporation.

         3.4 Payment. All issued shares of the Class C Stock shall be fully paid
and nonassessable.

                                   ARTICLE IV

                         OFFICER AND DIRECTOR LIABILITY

         1. Except as otherwise required by Utah law, the Corporation shall
indemnify and advance expenses to its directors, officers, employees,
fiduciaries or agents and to any person who is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee,
fiduciary or agent of another domestic or foreign corporation or other person or
of an employee benefit plan (and their respective estates or personal
representatives) to the fullest extent as from time to time permitted by Utah
law.

         2. The personal liability of the directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.

         3. Any repeal or modification of this Article IV by the shareholders of
the Corporation shall not adversely affect any right or protection of any person
existing at the time of such repeal or modification.



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