Exhibit 3.1

                                 AMENDMENT NO. 1
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                              ENGLOBAL CORPORATION


                                     FOURTH.

The corporation is authorized to issue two classes of stock, common stock and
preferred stock:

(A) Authorized Capital Stock. The aggregate number of shares which the
corporation shall have the authority to issue is 77,000,000 shares, of which
75,000,000 shares shall be Common Stock, par value $0.001 per share (the "Common
Stock"), and 2,000,000 shares shall be Preferred Stock, par value $0.001 per
share (the " Preferred Stock"). All shares of Common Stock will be identical and
will entitle the holders thereof to the same rights, powers and privileges. The
rights, powers and privileges of the holders of the Common Stock are subject to
and qualified by the rights of holders of the Preferred Stock.

(B)      Preferred Stock.

         (1) Issuances. The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of the undesignated Preferred
Stock in one or more series, each with such designations, preferences, powers,
rights, privileges, qualifications, limitations or restrictions as shall be
stated in the resolution or resolutions adopted by the Board of Directors to
create such series. Except as may otherwise be provided in these Articles, as
amended from time to time, different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of voting by
classes. For each series, the Board of Directors shall determine, by resolution
or resolutions adopted prior to the issuance of any shares thereof, the
designations, preferences, limitations and relative or other rights thereof,
including but not limited to the following relative rights and preferences, as
to which there may be variations among different series:

     o    The rate and manner of payment of dividends, if any;
     o    Whether shares may be redeemed and, if so, the redemption price and
          the terms and conditions of redemption;
     o    The amount payable upon shares in the event of liquidation,
          dissolution or other winding-up of the Corporation;
     o    Sinking fund provisions, if any, for the redemption or purchase of
          shares;
     o    The terms and conditions, if any, on which shares may be converted or
          exchanged;
     o    Voting rights, if any; and
     o    Any other rights and preferences of such shares, to the full extent
          now or hereafter permitted by the laws of the State of Nevada.

         (2) Authority of the Board of Directors. The Board of Directors shall
have the authority to determine the number of shares that will comprise each
series. Prior to the issuance of any shares of a series, but after adoption by
the Board of Directors of the resolution establishing such series, the
appropriate officers of the Corporation shall file such documents with the State
of Nevada.

Articles of Amendment setting forth such matters will be filed in accordance
with Section 390(2) of Chapter 78 of the Nevada Revised Statutes or any
successor provision thereto. Notwithstanding the forgoing, before the issuance
of any shares of any class or series of which the number, preferences,
limitations or relative rights are set forth in Articles of Amendment filed in
accordance with Section 390(2) of Chapter 78 of the Nevada Revised Statutes or
any successor provision thereto, the Board of Directors may amend or rescind any
terms applicable to such class or series in accordance with the procedures set
forth in Section 390(1) of Chapter 78 of the Nevada Revised Statutes or any
successor provision thereto."