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                                                                   EXHIBIT 3.1

                           AMARILLO BIOSCIENCES, INC.

                       RESTATED ARTICLES OF INCORPORATION


                                    ARTICLE I

         AMARILLO BIOSCIENCES, INC., pursuant to the provisions of Article 4.07
of the Texas Business Corporation Act, hereby adopts Restated Articles of
Incorporation which accurately copy the Articles of Incorporation and all
amendments thereto that are in effect to date and as further amended by such
Restated Articles of Incorporation as hereinafter set forth and which contain no
other change in any provision thereof.

                                   ARTICLE II

         The Articles of Incorporation of the Corporation are amended by the
Restated Articles of Incorporation as follows:

         Article Four is amended by changing the number of shares authorized in
the first paragraph thereof from "ten million (10,000,000)" to "twenty million
(20,000,000)".

         A new Article Five is adopted, which Article Five shall read in its
entirety as follows:

                                 "ARTICLE FIVE

              The Corporation shall have the authority to issue ten million
         (10,000,000) shares of preferred stock, one cent ($.01) par value. The
         Board of Directors of the Corporation shall have authority to establish
         series of the unissued preferred stock of the Corporation by affixing
         and determining the designations, preferences, limitations, and
         relative rights, including voting rights, of the shares of any series
         so established to the same extent that such designations, preferences,





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               limitations and relative rights could be stated if fully set
               forth in these Articles of Incorporation."

               Articles Five, Six and Seven, as so designated prior to the
addition of the new Article Five, shall be redesignated as Articles Six, Seven
and Eight, respectively.
                                   ARTICLE III

                The amendments made by these Restated Articles of Incorporation
have been effected in conformity with the provisions of the Texas Business
Corporation Act and such Restated Articles of Incorporation and the amendments
made by the Restated Articles of Incorporation were duly adopted by the
Shareholders of the Corporation on the 11th day of June, 1999.

                                   ARTICLE IV

         The number of shares of the Corporation outstanding at the time of such
adoption was 5,414,232, and the number of shares entitled to vote thereon was
5,414,232. The number of shares voted for such amendment was 3,616,162, and the
number of shares voted against such amendment was 24,300.

                                    ARTICLE V

         The amendment effects no change in the amount of stated capital of the
Corporation.

                                   ARTICLE VI

         A new Article Eight is added to the Articles of Incorporation, stating
the current names and addresses of the Directors of the Corporation, which
Article Eight shall read as follows:





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                                 ARTICLE EIGHT

         The names and addresses of the Directors of the Corporation are:

         NAME                                    ADDRESS
         ----                                    -------
         Joseph M. Cummins                       800 W. 9th
                                                 Amarillo, TX  79101

         Katsuaki Hayashibara                    800 W. 9th
                                                 Amarillo, TX 79101

         James Cook                              800 W. 9th
                                                 Amarillo, TX 79101

         Dennis Moore                            800 W. 9th
                                                 Amarillo, TX 79101

         Steve Chen                              800 W. 9th
                                                 Amarillo, TX 79101

         Dr. James Page                          800 W. 9th
                                                 Amarillo, TX 79101

         Tom D'Alonzo                            800 W. 9th
                                                 Amarillo, TX  79101

         Brian McLean                            800 W. 9th
                                                 Amarillo, TX  79101

         Richard Franco                          800 W. 9th
                                                 Amarillo, TX  79101

         Ed Amento                               800 W. 9th
                                                 Amarillo, TX  79101






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                                   ARTICLE VII

         The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles of
Incorporation which accurately copy the entire text thereof and as amended as
above set forth:

                                   ARTICLE ONE

         The name of the Corporation is AMARILLO BIOSCIENCES, INC.

                                   ARTICLE TWO

         The period of its duration is perpetual.

                                  ARTICLE THREE

         The purpose or purposes for which the Corporation is organized are:

         (1) To transact all lawful business of every kind and character for
which a Corporation may be incorporated under the Texas Business Corporate Act.

         (2) To prepare, write, make, provide, record, transcribe, computerize,
and/or generate data, information, articles, papers, forms, projections,
figures, and the application of the same, as well as to disseminate and publish
such materials and documentation thereof, and to market and sell the same.

         (3) To develop, write, make, buy, file, prepare, license, sublicense
patents related to medicine, veterinary medicine, and/or agriculture and to
market and sell the same.

         (4) To make, have made, use, sell or otherwise transfer substances
intended for human or nonhuman administration which, or the use or manufacture
of which, is covered in whole or in part by a claim of a Licensed Patent in the
country of manufacture, use, or sale.

         (5) To engage for profit in the business of professional consultations
in such form and manner as will serve the medical, veterinary medical,
agricultural and/or livestock industries, as well as related industries.





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         (6) To purchase, own, hold, operate, rent, lease, sell, convey and deal
in real property, personal property and services incidental to the purposes of
the Corporation, subject to Part Four, Texas Miscellaneous Corporation Laws Act.

                                  ARTICLE FOUR

         The Corporation shall have authority to issue twenty million
(20,000,000) shares of capital stock, one cent ($.01) par value.

         No holder of shares of any class of the Corporation shall have the
preemptive right to subscribe for or acquire additional shares of the
Corporation of the same or any other class, whether such shares shall be hereby
or hereafter authorized; and no holder of shares of any class of the Corporation
shall have any right to acquire any shares which may be held in the Treasury of
the Corporation. All such additional or Treasury shares may be sold for such
consideration, at such time, and to such person or persons as the Board of
Directors may from time to time determine.

         The Corporation may purchase, directly or indirectly, its own shares to
the extent of the aggregate of unrestricted capital surplus available therefor
and unrestricted reduction surplus available therefor.

         The right to cumulate votes in the election of directors is expressly
prohibited.

                                  ARTICLE FIVE

         The Corporation shall have the authority to issue ten million
(10,000,000) shares of preferred stock, one cent ($.01) par value. The Board of
Directors of the Corporation shall have authority to establish series of the
unissued preferred stock of the Corporation by affixing and determining the
designations, preferences, limitations, and relative rights, including voting
rights, of the shares of any series so established to the same extent that such
designations, preferences, limitations and relative rights could be stated if
fully set forth in these Articles of Incorporation.

                                   ARTICLE SIX

         The Corporation will not commence business until it has received for
the issuance of its shares a consideration of the value of One Thousand





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         Dollars ($1,000), consisting of money, labor done or property actually
         received.

                                  ARTICLE SEVEN

         The address of the Corporation's registered office is 800 West 9th
Street, Amarillo, Texas 79101, and the name of its registered agent at such
address is JOSEPH M. CUMMINS.

                                  ARTICLE EIGHT

         The names and addresses of the Directors of the Corporation are:

         NAME                                    ADDRESS
         ----                                    -------
         Joseph M. Cummins                       800 W. 9th
                                                 Amarillo, TX  79101

         Katsuaki Hayashibara                    800 W. 9th
                                                 Amarillo, TX 79101

         James Cook                              800 W. 9th
                                                 Amarillo, TX 79101

         Dennis Moore                            800 W. 9th
                                                 Amarillo, TX 79101

         Steve Chen                              800 W. 9th
                                                 Amarillo, TX 79101

         Dr. James Page                          800 W. 9th
                                                 Amarillo, TX 79101

         Tom D'Alonzo                            800 W. 9th
                                                 Amarillo, TX  79101

         Brian McLean                            800 W. 9th
                                                 Amarillo, TX  79101

         Richard Franco                          800 W. 9th
                                                 Amarillo, TX  79101






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         Ed Amento                               800 W. 9th
                                                 Amarillo, TX  79101

         DATED this ____ day of June, 1999.

                                                 AMARILLO BIOSCIENCES, INC.



                                                 By:
                                                    ----------------------------
                                                    Joseph M. Cummins, President



THE STATE OF TEXAS          )

COUNTY  OF  POTTER          )

         BEFORE ME, a notary public, on this day personally appeared JOSEPH M.
CUMMINS, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declares that the statements therein
contained are true and correct.


         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of
__________________, 1999.


                                                 -------------------------------
                                                  Notary Public, State of Texas

                                                  My Commission Expires:________








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