AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  COPART, INC.


          Willis J. Johnson and Paul A. Styer hereby certify that:

          1.        They are the duly elected Chief Executive Officer and
Secretary, respectively, of Copart, Inc., a California corporation.

          2.        The Articles of Incorporation of this corporation, as
amended to the date of the filing of these Restated Articles of Incorporation,
and with the omissions required by Section 910 of the Corporations Code, are
hereby amended and restated to read as follows:


          "FIRST: The name of this corporation is: Copart, Inc.

          SECOND:   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.

          THIRD:    (A) This corporation is authorized to issue 65,000,000
shares of its capital stock, which shall be divided into two classes known as
"Common Stock" and "Preferred Stock."

                    (B) The total number of Common Stock which this corporation
is authorized to issue is 60,000,000 and the total number of Preferred Stock
which this corporation is authorized to issue is 5,000,000.

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



          FOURTH:   (A) LIMITATION OF DIRECTORS' LIABILITY. The liability of the
directors of this corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

                    (B) INDEMNIFICATION OF CORPORATE AGENTS. This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.

                    (C) REPEAL OR MODIFICATION. Any repeal or modification of
the foregoing provisions of this Article Fourth by the shareholders of this
corporation shall not adversely affect any right of indemnification or
limitation of liability of a director or officer of this corporation relating to
acts or omissions occurring prior to such repeal or modification."


                                    * * * * *

          3.        The foregoing Restated Articles of Incorporation have been
duly approved by the Board of Directors of said corporation.

          4.        The foregoing Restated Articles of Incorporation were
approved by the required vote of the shareholders of said corporation in
accordance with Sections 902 and 903 of the California General Corporations
Code. The total number of outstanding shares of the corporation entitled to vote
as of the record date for said meeting was 26,848,469 shares of Common Stock.
There were no outstanding shares of Preferred Stock as of the record date for
said meeting. The number of shares of stock voting in favor of the foregoing
Restated Articles of Incorporation equaled or exceeded the vote required. The
vote required was more than 50% of the outstanding shares of Common Stock.



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          We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in the foregoing Restated
Articles of Incorporation are true and correct of our own knowledge.

         Executed at Benicia, California, on December 15, 1999.



                                     /s/ WILLIS J. JOHNSON.
                                     ----------------------------------
                                     Willis J. Johnson, Chief Executive Officer



                                     /s/ PAUL A. STYER.
                                     -----------------------------------
                                     Paul A. Styer, Secretary


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