EXHIBIT 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                              ATLAS MINING COMPANY

         KNOW ALL MEN BY THESE PRESENTS: That we, the board of directors of
Atlas Mining Company, as authorized by an affirmative vote by the majority of
the shareholders at a shareholders meeting held on November 19, 1998, do hereby
present the following for the purposes of restating the articles of
incorporation of Atlas Mining Company, an Idaho corporation, originally filed
under file number C14572 on March 4, 1924, and we hereby certify:

                                       I.

         The name of this corporation is:  ATLAS MINING COMPANY

                                       II.

         The purposes for which said corporation is formed are to locate,
acquire, buy, hold, sell, lease, bond and otherwise deal in and dispose of mines
and mining claims: also to hold, work, develop and mine such mines and mining
claims, including the mining, extracting, milling, concentrating and reducing
all ores and minerals so extracted and mined, and the selling and disposing of
the same; also to locate, buy, acquire, hold, sell, lease, bond and otherwise
dispose of millsites, and erect mills, concentrating plants and reduction works
and buy and sell the same, and buy and sell real estate and otherwise deal in
real estate, including the leasing and mortgaging the same; also to locate, buy,
acquire, appropriate, water and lay out water rights, ditches, canals, flumes,
and other conduits for carrying water; also to locate, build, hold, sell, lease
and otherwise acquire, hold and sell roads, railroads, tramways and other means
of and for travel and the transportatin of people and property, and the said
corporation shall have full power to do a general mining and milling business
and everything usually done in the connection with such business and that may be
necessary, profitable or convenient in furthering the interest of said
corporation in carrying out the purpose for which it is formed or organized;
also power and authority to maintain stores, deal in, buy and sell merchandise
and do a general merchandise business in connection with its said mining
business and deal in ores, mines and minerals and real estate, and in short do a
general mining, real estate and merchandise business. Said corporation shall
also have the right and power to buy stocks and bonds in other mining
corporations and deal in stocks, bonds and other securities, and to mortgage any
property which it may acquire or hold, and take mortgages and bonds upon all
kinds of property, both real and personal, as security for money which it may
loan to other corporations or persons or for any indebtedness or obligation of
any other corporation or person to it.


                                      III.

         The place where its principal business is to be transacted is Shoshone
County, Idaho.

                                       IV.

         The corporation existence of this corporation shall be perpetual.




                                       V.

         The number of directors shall be five.

                                       VI.

         The total authorized capital stock of this corporation shall be sixty
million (60,000,000) no par, common shares, and ten million (10,000,000) of one
dollar ($1.00) par value noncumulative nonvoting nonconvertible preferred
shares.

                                      VII.

     A DIRECTOR SHALL NOT BE HELD LIABLE TO THE COMPANY OR ITS SHAREHOLDERS FOR
MONETARY DAMAGES FOR ANY ACTION TAKEN OR ANY FAILURE TO TAKE ANY ACTION AS A
DIRECTOR EXCEPT TO THE MINIMUM DEGREE REQUIRED UNDER IDAHO LAW AS IT NOW EXISTS
OR HEREAFTER MAY BE AMENDED. FURTHER, THE COMPANY IS AUTHORIZED TO INDEMNIFY,
AGREE TO INDEMNIFY, OR OBLIGATE ITSELF TO ADVANCE OR REIMBURSE EXPENSES INCURRED
BY ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS TO THE FULL EXTENT OF THE LAWS
OF THE STATE OF IDAHO AS MAY NOW OR HEREAFTER EXIST; EXCEPTING INCIDENTS
INVOLVING INTENTIONAL VIOLATION OF CRIMINAL LAW.


/s/ William T. Jacobson

/s/ John Harvey

/s/ Kurt Hoffman

/s/ Thomas Groce

/s/ Lovon Fausett