Exhibit 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                      OF
                               MORNINGSTAR, INC.

      FIRST (RESTATED):  The name of the corporation is Morningstar, Inc.
(hereinafter the "Corporation").  The Corporation was incorporated on May 16,
1984 as Mutual Fund Sourcebook, Inc.  The Corporation amended its articles of
incorporation on March 13, 1985 to change its name from Mutual Fund
Sourcebook, Inc. to Morningstar, Inc.

      SECOND (AMENDED):  The registered agent of the Corporation is Martha
Dustin Boudos, Secretary of the Corporation.  The address of the agent's
registered office in the State of Illinois is 225 West Wacker Drive, Chicago,
Illinois 60606.

      THIRD (AMENDED):  The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be incorporated under the
Illinois Business Corporation Act.

      FOURTH (AMENDED):  The aggregate number of shares of stock that the
Corporation is authorized to issue is two hundred five million (205,000,000);
two hundred million (200,000,000) of such shares being classified as common
stock, each such share having no par value (the "Common Stock"); and five
million (5,000,000) of such shares being classified as preferred stock, each
such share having no par value (the "Preferred Stock").

      Shares of Preferred Stock may be issued from time to time in one or
more series, each of which series may have such voting powers (if any) and
such designations, preferences and relative participating optional or other
special rights and qualifications, limitations and restrictions as shall be
stated and expressed in a resolution or resolutions providing for the issue
of such Preferred Stock of each such series adopted by the Board of Directors
of the Corporation; and authority to adopt such resolution or resolutions
stating and expressing any or all of the foregoing be and is hereby expressly
vested in the Board of Directors of the Corporation.

      FIFTH (RESTATED):  The number of shares issued on the date of filing
this Amended and Restated Articles of Incorporation is 38,628,814 common
shares and no preferred shares, and the amount of paid-in capital on such
date is $116,981,354.00.

      SIXTH (AMENDED):  The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:

            (1)  The number of directors of the Corporation shall be such as
      from time to time shall be fixed by, or in the manner provided in, the
      by-laws. Election of directors need not be by ballot unless the by-laws
      so provide.





            (2)  The Board of Directors shall have power without the assent
      or vote of the shareholders to make, alter, amend, change, add to or
      repeal the by-laws of the Corporation; to fix and vary the amount to be
      reserved for any proper purpose; to authorize and cause to be executed
      mortgages and liens upon all or any part of the property of the
      Corporation; to determine the use and disposition of any surplus or net
      profits; and to fix the times for the declaration and payment of
      dividends.

            (3)  The directors in their discretion may submit any contract or
      act for approval or ratification at any annual meeting for the purpose of
      considering any such act or contract, and any contract or act that shall
      be approved or be ratified by the vote of the holders of a majority of
      the stock of the Corporation which is represented in person or by proxy
      at such meeting and entitled to vote thereat (provided that a lawful
      quorum of shareholders be there represented in person or by proxy) shall
      be as valid and as binding upon the Corporation and upon all the
      shareholders as though it had been approved or ratified by every
      shareholder of the Corporation, whether or not the contract or act would
      otherwise be open to legal attach because of directors' interest, or for
      any other reason.

            (4)  In addition to the powers and authorities herein before or by
      statute expressly conferred upon them, the directors are hereby empowered
      to exercise all such powers and do all such acts and things as may be
      exercised or done by the Corporation; subject, nevertheless, to the
      provisions of the statutes of Illinois, of these Articles, and to any
      by-laws from time to time made by the shareholders; provided, however,
      that no by-laws so made shall invalidate any prior act of the directors
      which would have been valid if such by-law had not been made.

      SEVENTH (AMENDED):  The Corporation shall, to the full extent permitted
by Section 8.75 of the Illinois Business Corporation Act, as amended from
time to time, indemnify all persons whom it may indemnify pursuant thereto.

      EIGHTH (AMENDED):  The personal liability of directors of the
corporation to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director shall be eliminated to the fullest
extent allowed by Section 2.10(b)(3) of the Business Corporation Act of 1983,
as amended, provided that the liability of a director shall not be
eliminated: (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii)
under Section 8.65 of the Business Corporation Act of 1983, as amended, or
(iv) for any transaction from which the director derived an improper personal
benefit.

      NINTH (AMENDED):  The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation
in the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.

      TENTH (AMENDED):  Except as otherwise provided in these Articles of
Incorporation or in the by-laws, the holders of a majority of the outstanding
shares are authorized



                                       2




to take any action which, but for this provision, would require the vote or
other action of the holders of more than a majority of such shares.

      ELEVENTH (AMENDED):  No holder of any class of shares of the
Corporation shall, as such holder, have any preemptive or preferential right
to purchase or subscribe to any shares of any class of stock of the
Corporation, whether now or hereafter authorized, whether unissued or in
treasury; or to purchase any obligations convertible into shares of any class
of stock of the Corporation, which at any time may be proposed to be issued
by the Corporation or subjected to rights or options to purchase granted by
the Corporation.

      TWELFTH (AMENDED):  No holder of shares of any class of the Corporation
shall have the right to cumulate his voting power in the election of the
Board of Directors and the right to cumulate voting described in Illinois
Business Corporation Act of 1983 is hereby specifically denied to the holders
of shares of any class of the Corporation.




                                       3