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EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION



                      RESTATED ARTICLES OF INCORPORATION OF
                       NEW MEXICO AND ARIZONA LAND COMPANY


KNOW ALL MEN BY THESE PRESENTS that we, whose hands are hereunto affixed, do
hereby associate ourselves together for the purpose of forming a corporation
under the laws of the State of Arizona and, to that end, do adopt the following
articles of incorporation:

FIRST:  Name.  The name of the corporation shall be NZ CORPORATION.

SECOND: This corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the laws of the
State of Arizona, as amended from time to time. The corporation is presently
engaged in the business of holding and managing land for investment purposes,
leasing real property and interests therein, and developing mineral resources.

THIRD:  The corporation shall have authority to issue a total of forty
million (40,000,000) shares of capital stock, consisting of:

         (1)      Thirty million (30,000,000) shares of common stock, no par
                  value per share; and

         (2)      Ten million (10,000,000) shares of serial preferred stock, no
                  par value per share.

Each issued and outstanding share of common stock will entitle the holder
thereof to one (1) vote on any matter submitted to a vote of or for consent of
shareholders. Issued and outstanding shares of serial preferred stock will
entitle the holders thereof only to those votes, if any, which may expressly be
fixed as hereinafter provided for the respective series thereof and to voting
rights on certain matters, and in certain circumstances, as set forth in this
Article.

The Board of Directors is authorized to provide from time to time for the
issuance of shares of serial preferred stock in series and to fix from time to
time before issuance the designation, preferences, privileges and voting powers
of the shares of each series of serial preferred stock and the restrictions or
qualifications thereof, including, without limiting the generality of the
foregoing, the following:

         a)       The serial designation and authorized number of shares;

         b)       The dividend rate, the date or dates on which such dividends
                  will be payable, and the extent to which such dividends may be
                  cumulative;

         c)       The amount or amounts to be received by the holders in the
                  event of voluntary or involuntary dissolution or liquidation
                  of the Corporation;

         d)       The price or prices at which shares may be redeemed and any
                  terms, conditions and limitations upon such redemption;

         e)       Any sinking fund provisions for redemption or purchase of
                  shares of such series; and

         f)       The terms and conditions, if any, on which shares may be
                  converted into shares of other capital stock, or of other
                  series of serial preferred stock of the Corporation.

Each series of serial preferred stock, in preference to the common stock, may be
entitled to dividends, from funds or other assets legally available therefor, at
such rates, payable at such times and cumulative to such extent as may be fixed
by the Board of Directors pursuant to the authority herein conferred upon it. In
the event of dissolution or liquidation of the Corporation, voluntary or
involuntary, the holders of the serial preferred stock, in preference to the
common stock, may be entitled to receive such amount or amounts as may be fixed
by the Board of Directors pursuant to the authority herein conferred upon it.


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Preferred stock of any series redeemed, converted, exchanged, purchased or
otherwise acquired by the Corporation shall be cancelled by the Corporation and
returned to the status of authorized but unissued preference stock.

All shares of any series of serial preferred stock, as between themselves, shall
rank equally and be identical except as set forth in resolutions of the board of
directors authorizing the issuance of the series.

FOURTH: All directors of the corporation must be shareholders of the
corporation. The number of directors of the corporation shall be set by the
Board of Directors from time to time; provided, however, that the number of
directors so designated shall be no less than five (5) nor more than nine (9).
The Board of Directors shall consist of Class A directors and Class B directors.
The Class A directors shall be elected for a term of two (2) years at the annual
meeting of shareholders of the corporation held in every odd numbered year. The
Class B directors shall be elected for a term of two (2) years at the annual
meeting of shareholders of the corporation held in every even numbered year.
When an even number of directors has been set by the Board of Directors, there
shall be an even number of Class A and Class B directors. When an odd number of
directors has been set by the Board of Directors, there shall be one more Class
B director than there are Class A directors.

FIFTH: The Board of Directors may, from time to time, cause the corporation to
purchase its own shares to the extent of the unreserved and unrestricted capital
surplus of the corporation.

SIXTH: Elizabeth M. Bedewi, Senior Vice President, Treasurer and Secretary of
New Mexico and Arizona Land Company, 3033 North 44th Street, Suite 270, Phoenix,
Arizona 85018-7228, is hereby appointed statutory agent for the corporation for
the State of Arizona.

SEVENTH: The liability of a director or former director to the corporation or
its shareholders shall be eliminated to the fullest extent permitted by Section
10-202.B.1 of the Arizona Revised Statutes. If the Arizona Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
liability of directors, the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Arizona Business
Corporation Act, as amended.

Any repeal or modification of this Article Seventh shall not adversely affect
any right or protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to or at the time of such repeal
or modification.

The provisions of the Article Seventh shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a director
which has not been eliminated by the provisions of the Article Seventh.

EIGHTH: The Corporation shall indemnify any and all of its existing and former
directors and officers to the fullest extent permitted by Section 10-202b.2 of
the Arizona Business Corporation Act. If the Arizona Business Corporation Act is
amended to authorize corporate action further permitting indemnification of
directors or officers, the Corporation shall indemnify its existing and former
directors and officers to the fullest extent permitted by the Arizona Business
Corporation Act, as amended.

Any repeal or modification of this Article Eighth shall not adversely affect any
right or protection of existing or former directors or officers existing
hereunder with respect to any act or omission occurring prior to or at the time
of such repeal or modification.


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