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                                                                     Exhibit 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          AUGUST TECHNOLOGY CORPORATION

     The undersigned individual, being of full age, for the purpose of forming a
corporation under and pursuant to Chapter 302A of the Minnesota Statutes, as
amended, hereby adopts the following Articles of Incorporation:

                                ARTICLE 1 - NAME

     1.1) The name of the corporation shall be August Technology Corporation.

                          ARTICLE 2 - REGISTERED OFFICE

     2.1) The registered office of the corporation is located at 4900 West 78th
Street, Bloomington, Minnesota 55435.


                            ARTICLE 3 - CAPITAL STOCK

     3.1) AUTHORIZED SHARES; ESTABLISHMENT OF CLASSES AND SERIES. The aggregate
number of shares the corporation has authority to issue shall be Thirty Million
(30,000,000) shares, which shall have a par value of $.01 per share solely for
the purpose of a statute or regulation imposing a tax or fee based upon the
capitalization of the corporation, and which shall consist of Twenty Eight
Million (28,000,000) common shares and Two Million (2,000,000) undesignated
shares. The Board of Directors of the corporation is authorized to establish
from the undesignated shares, by resolution adopted and filed in the manner
provided by law, one or more classes or series of shares, to designate each such
class or series (which may include but is not limited to designation as
additional common shares), and to fix the relative rights and preferences of
each such class or series.

     3.2) ISSUANCE OF SHARES. The Board of Directors of the corporation is
authorized from time to time to accept subscriptions for, issue, sell and
deliver shares of any class or series of the corporation to such persons, at
such times and upon such terms and conditions as the Board shall determine,
establishing a price in money or other consideration, or a minimum price, or a
general formula or method by which the price will be determined.

     3.3) ISSUANCE OF RIGHTS TO PURCHASE SHARES. The Board of Directors is
further authorized from time to time to grant and issue rights to subscribe for,
purchase, exchange securities for, or convert securities into, shares of the
corporation of any class or series, and to fix


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the terms, provisions and conditions of such rights, including the exchange or
conversion basis or the price at which such shares may be purchased or
subscribed for.

     3.4) ISSUANCE OF SHARES TO HOLDERS OF ANOTHER CLASS OR SERIES. The Board is
further authorized to issue shares of one class or series to holders of that
class or series or to holders of another class or series to effectuate share
dividends or splits.

                       ARTICLE 4 - RIGHTS OF SHAREHOLDERS

     4.1) NO PREEMPTIVE RIGHTS. No shares of any class or series of the
corporation shall entitle the holders to any preemptive rights to subscribe for
or purchase additional shares of that class or series or any other class or
series of the corporation now or hereafter authorized or issued.

     4.2) NO CUMULATIVE VOTING RIGHTS. There shall be no cumulative voting by
the shareholders of the corporation.

          ARTICLE 5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

     5.1) Where approval of shareholders is required by law, the affirmative
vote of the holders of at least a majority of the voting power of all shares
entitled to vote shall be required to authorize the corporation (i) to merge
into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and assets,
including its good will, or (iv) to commence voluntary dissolution.

               ARTICLE 6 - AMENDMENT OF ARTICLES OF INCORPORATION

     6.1) After the issuance of shares by the corporation, any provision
contained in these Articles of Incorporation may be amended, altered, changed or
repealed by the affirmative vote of the holders of at least a majority of the
voting power of the shares present and entitled to vote at a duly held meeting
or such greater percentage as may be otherwise prescribed by the laws of the
State of Minnesota.

                  ARTICLE 7 - LIMITATION OF DIRECTOR LIABILITY

     7.1) To the fullest extent permitted by Chapter 302A, Minnesota Statutes,
as the same exists or may hereafter be amended, a director of this corporation
shall not be personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.


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