EXHIBIT 3.1


                     1992 RESTATED ARTICLES OF INCORPORATION

                                       OF

                               RIMAGE CORPORATION


                                   ARTICLE 1.
                                      NAME

         The name of the Corporation is Rimage Corporation.

                                   ARTICLE 2.
                                REGISTERED OFFICE

         The address of the registered office of the Corporation is 7725
Washington Avenue South, Edina, Minnesota, 55439.

                                   ARTICLE 3.
                                PURPOSES AND TERM

         The Corporation shall have general business purposes, and shall have
perpetual existence.

                                   ARTICLE 4.
                                     SHARES

         The shares of capital stock of the Corporation shall be subject to the
following:

                  (01) The corporation is authorized to issue thirty million
                  (30,000,000) shares of capital stock, $.01 par value.

                  (02) Unless otherwise established by the Board of Directors,
                  all shares of the Corporation are common shares entitled to
                  vote and shall be of one class and one series having equal
                  rights and preferenced in all matters. Unless otherwise
                  provided in these Articles, or in the Bylaws of the
                  Corporation, or in the terms of the shares, a common
                  shareholder has one (1) vote for each share held.

                  (03) The Board of Directors shall have the power to establish
                  more than one class or series of shares and to fix the
                  relative rights and preferences of any such different classes
                  or series.

                  (04) The shareholders of the Corporation shall not have
                  preemptive rights, unless with respect to some or all of the
                  authorized and unissued shares, the Board of Directors grants
                  preemptive rights.





                  (05) Cumulative voting for directors is not permitted.

                                   ARTICLE 5.
                                DIRECTOR'S ACTION


         Any action of the Board of Directors, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that would be required to take the action at a meeting at which all
directors were present.


                                   ARTICLE 6.
                              AMENDMENT OF ARTICLES

         The shareholder vote required for adoption of an amendment to these
Articles of Incorporation shall be the affirmative Vote of the holders of a
majority of the voting power of the shares present and entitled to vote at a
shareholder's meeting.


                                   ARTICLE 7.
                               FUNDAMENTAL CHANGES

         In any of the following types of actions or transactions with respect
to which the law requires a vote of the outstanding shares of the Corporation,
the affirmative vote of a majority of the shares entitled to vote shall be
sufficient to authorize the action or transaction:

                  (01) A merger with any other corporation or corporations;

                  (02) An exchange of one or more classes or series of the
                  shares of the Corporation for the shares of one or more
                  classes or series of one or more other corporations;

                  (03) The sale, lease, transfer, or other disposition of all,
                  or substantially all, of the Corporation's property and
                  assets, including its goodwill, not in the usual and regular
                  courses of business;

                  (04) The voluntary dissolution of the Corporation.


                                   ARTICLE 8.
                               DIRECTOR LIABILITY

         A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty or loyalty to the corporation or its shareholders, (b) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) under section 302A.559 of the Minnesota Business
Corporation Act or section


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80A.23 of the Minnesota Securities Act, or (d) for any transaction from which
the director derived an improper personal benefit. If the Minnesota Business
Corporation Act is amended after approval by the shareholders of this article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Minnesota
Business Corporation Act, as so amended. Any repeal or modification of the
foregoing paragraph by the shareholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.



* As amended through the Rimage Corporation 2001 Annual Meeting of Shareholders.





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