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                                                                     EXHIBIT 3.1


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                               NEENAH CORPORATION

         The following Restated Articles of Incorporation duly adopted pursuant
to the authority and provisions of the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statute (the "WBCL"), supersede and take the place
of the existing articles of incorporation and any amendments thereto:

                                    ARTICLE I

                                      Name

         The name of the corporation is Neenah Corporation.


                                   ARTICLE II

                                    Purposes

         The purposes for which the corporation is organized are to engage in
any lawful activity within the purposes for which a corporation may be organized
under the WBCL.


                                   ARTICLE III

                                    Existence

         The corporation shall have perpetual existence.


                                   ARTICLE IV

                                  Capital Stock

         The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is 14,000 shares, consisting of
1,000 shares of a class designated as "Class A Common Stock" having a par value
of $100.00 per share, 10,000 shares of a class designated as "Class B Common
Stock" having a par value of $100.00 per share, and 3,000 shares of a class
designated as "Preferred Stock" having a par value of $100.00 per share.

         Common Stock. Except as otherwise provided in the WBCL, each
outstanding share of Class A Common stock is entitled to one vote on each matter
voted on at a shareholders' meeting. The Class B Common Stock shall have no
voting rights except as may be provided
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by the WBCL. Except with regard to voting rights, the shares of Class A Common
Stock and Class B Common Stock shall be identical as to preferences, limitations
and relative rights. Subject to the prior rights and preferences of any issued
and outstanding shares of Preferred Stock, such dividends as May be determined
by the Board of Directors of the corporation. may be declared and paid on the
Class A Common Stock and Class B Common Stock from time to time out of any funds
legally available therefor. After payment shall have been made in full to the
holders of any issued and outstanding shares of Preferred Stock (in accordance
with the terms thereof) in the event of any liquidation, dissolution or winding
up of the affairs of the corporation the remaining assets and funds of the
Corporation shall be distributed among the holders of the Class A Common Stock
and Class B Common Stock according to their respective shares.

         Preferred Stock. The Board of Directors may, within the limits under
Section 180.0601 of the WBCL (or any successor provision), do any of the
following with respect to the Preferred Stock:

                        (1)  Determine with respect to the class of Preferred
                             Stock the preferences, limitations and relative
                             rights, in whole or in part, before the issuance of
                             any shares of that class.

                        (b)  Create one or more series within the class of
                             Preferred Stock, and, with respect to any series,
                             determine the number of shares of the series, the
                             distinguishing designations and the preferences,
                             limitations and relative rights, in whole or in
                             part, before the issuance of any shares of that
                             series.

         Preemptive Rights. The corporation elects not to have preemptive
rights. Shareholders or holders of other securities of the corporation,
including "shares of a pre-existing class" (meaning shares of a class for which
shares were authorized before January 1, 1991, whether the shares were issued
before, on or after January 1, 1991, as defined in Section 180.1701 of the
WBCL), shall not have a preemptive right to acquire unissued shares or
securities convertible into unissued shares or carrying a right to subscribe to
or acquire shares of the corporation.


                                    ARTICLE V

                               Board of Directors

         The number of directors constituting the Board of Directors of the
corporation shall be fixed by or in the manner provided in the Bylaws of the
corporation.


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                                   ARTICLE VI

                           Registered office and Agent

         The address of the registration office of the corporation is 2121
Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54956, and the name of its
registered agent at such office is Gary W. LaChey.

                                    * * * * *


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