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                                                                     EXHIBIT 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                        INTERNATIONAL AIRCRAFT INVESTORS


                                    ARTICLE I

               The name of this corporation is International Aircraft Investors
(this "corporation" or the "Company").


                                   ARTICLE II

               The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.


                                   ARTICLE III

               This corporation is authorized to issue two classes of shares
designated, respectively, "Common Stock" and "Preferred Stock," and referred to
herein either as Common Stock or Common Shares and Preferred Stock or Preferred
Shares, respectively. The number of shares of Common Stock is 20,000,000, $0.01
par value, and the number of shares of Preferred Stock is 15,000,000, $0.01 par
value.

               The Preferred Shares may be issued from time to time, in one or
more series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Shares and to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Shares, and within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decease (but
not below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series.

               Upon filing of this Amended and Restated Articles of
Incorporation, all outstanding shares of Common Stock shall be subject to a
1-for-4.5 reverse stock split. No fractional shares of Common Stock are to be
issued in connection with the reverse stock split, but instead cash shall be
distributed to each shareholder who would otherwise have been entitled to
receive a fractional share, and the amount of cash to be distributed shall be
based upon a price of $10.00 per share.



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                                   ARTICLE IV

               The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.


                                    ARTICLE V

               Any action required or permitted to be taken by the shareholders
of the corporation must be effected at an annual or special meeting of
shareholders of the corporation and may not be effected by any consent in
writing of such shareholders.


                                   ARTICLE VI

               The corporation is authorized to indemnify its agents to the
fullest extent permissible under California law. For purposes of this provision,
the term "agent" has the meaning set forth from time to time in Section 317 of
the California Corporations Code.


                                   ARTICLE VII

               Advance notice of shareholder nominations for the election of
directors and of business to be brought by shareholders before any meeting of
the shareholders of the corporation shall be given in the manner provided in the
bylaws of the corporation.


                                  ARTICLE VIII

               The election of directors by the shareholders shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of the several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder. This Article VIII shall become effective only
when the corporation becomes a "listed corporation" within the meaning of the
California Corporations Code Section 301.5(d).


                                   ARTICLE IX

               (A) The corporation reserves the right to repeal, alter, amend or
rescind any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed by statute, except as provided in paragraph (B) of
this Article IX, and all rights conferred on shareholders herein are granted
subject to this reservation.



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               (B) Notwithstanding any other provision of the articles of
incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of securities required by law, the articles of
incorporation or any Preferred Stock Designation, the affirmative vote of the
holders entitled to exercise at least 66-2/3% of the voting power of the
corporation, voting together as a single class, shall be required to alter,
amend or repeal Articles IV, V, VI, VII, VIII and IX hereof.




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