EXHIBIT 3.1
 
 
                         CERTIFICATE OF INCORPORATION
                                      OF
                          FRONTIER TEXAS CORPORATION
 
FIRST.    The name of the corporation is Frontier Texas Corporation.
 
SECOND.   The address of its registered office in the State of Delaware is 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle.  The name of
its registered agent at such address is The Corporation Trust Company.
 
THIRD.    The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
FOURTH.   The total number of shares of stock which the corporation shall have
authority to issue is Twenty Million (20,000,000), and the par value of each
share, designated as "Common Stock", is Ten Cents ($0.10), amounting in the
aggregate to Two Million Dollars ($2,000,000).
 
FIFTH.    Cumulative voting for the election of directors shall not be
permitted.
 
SIXTH.    The number of directors shall be fixed in the manner provided in the
Bylaws of the corporation, and until changed in the manner provided in the
Bylaws shall be five (5); and the names and mailing addresses of those who are
to serve as directors until the first annual meeting of the stockholders, or
until their successors be elected and qualified, are as follows:
 
Name                          Address
- ----                          -------
 
Larry Thrasher                2828 Diamond Shamrock Tower
                              Dallas, Texas 75201
 
Robert D. Liscombe            2828 Diamond Shamrock Tower
                              Dallas, Texas 75201
<PAGE>
 
Michael Caolo                 Plaza of the Americas
                              South Tower, Suite 2100
                              Dallas, Texas 75201
 
Dr. Jack M. Brundertt         617 Durango Circle North
                              Irving, Texas 75062
 
John B. Tuthill               11745 Valleydale
                              Dallas, Texas 75230
 
SEVENTH.  The board of directors of the corporation shall have power to make,
alter or repeal Bylaws of the corporation, subject to such restrictions upon the
exercise of such power as may be imposed by the stockholders in any Bylaws
adopted by them from time to time.
 
EIGHTH.   The name and mailing address of the incorporator is Larry Thrasher,
2828 Diamond Shamrock Tower, Dallas, Texas 75201.
 
     The undersigned, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 12th day of February, 1985.
 
                                 /s/  Larry Thrasher
                              ---------------------------
                              Larry Thrasher
<PAGE>
 
THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )
 
     BE IT REMEMBERED that on this 12th day of February, 1985, personally came
before me, a Notary Public for the State of Texas, Larry Thrasher, the person
who signed the foregoing certificate of incorporation, known to me personally to
be such, and acknowledged the said certificate to be his act and deed and that
the facts therein stated are true.
 
     GIVEN UNDER MY HAND AND SEAL of office the day and year aforesaid.
 
                                      /s/  Barbara Thorn
                                  ---------------------------------------
                                  Notary Public in and for Dallas County,
                                  Texas
 
(SEAL)
 
My Commission Expires:
 
       5-4-87
- ----------------------------
<PAGE>
 
                           ARTICLES OF AMENDMENT TO
                       THE CERTIFICATE OF INCORPORATION
                         OF FRONTIER TEXAS CORPORATION
 
 
 
     Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned corporation adopts the following Articles of
Amendment to its Certificate of Incorporation:
 
                                  ARTICLE ONE
 
     The name of the corporation is Frontier Texas Corporation.
 
                                  ARTICLE TWO
 
     The following amendment to the Certificate of Incorporation was adopted by
the directors and majority shareholders of the corporation on August 21, 1986
and September 16, 1986, respectively.  The amendment alters the original
Certificate of Incorporation.  The nature and full text of the amendment is as
follows:
 
     Article Eighth is amended by deleting the original Article Eighth and
     substituting therefor a new Article which shall read in its entirety as
     follows:
 
                                ARTICLE EIGHTH
 
     The corporation shall indemnify the directors and officers to the extent
     permitted by the Delaware General Corporation Law.  A director of the
     corporation shall not be held personally liable to the corporation or its
     shareholders for monetary damages for breach of a director's fiduciary duty
     of care, except that a director shall continue to be held personally liable
     for (i) breach of the duty of loyalty, (ii) failure to act in good faith,
     (iii) engaging in intentional misconduct or knowingly violating a law, (iv)
     paying a dividend or approving a stock repurchase which was illegal under
     Delaware law or (v) obtaining an improper personal benefit.  A director's
     personal liability for violation of the federal securities laws and for any
     act or omission occurring prior to the date this provision becomes
     effective, and the availability of equitable remedies for breach of a
     director's fiduciary duty shall not be limited by this Article in any way.
 
                                 ARTICLE THREE
 
     Original Article Eighth of the Certificate of Incorporation shall be
renumbered Article Ninth, but shall not be changed in any other manner.
<PAGE>
 
                                  ARTICLE FOUR
 
     The amendments stated herein do not effect a change in the amount of stated
capital of the corporation.
 
     Dated as of this 18th day of September, 1986.
 
                              FRONTIER TEXAS CORPORATION
 
 
                              By:   /s/ Larry Thrasher
                                    ----------------------------
                                    Larry Thrasher, President
 
 
                    ATTEST:   By:   /s/ Marietta Allen
                                    ----------------------------
                                    Marietta Allen, Secretary
 
 
THE STATE OF TEXAS       (S)
                         (S)
COUNTY OF DALLAS         (S)
 
     BEFORE ME, a notary public, on this day personally appeared Larry Thrasher,
known to me to be the President of Frontier Texas Corporation and the person
whose name is subscribed to the foregoing instrument, and, being by me first
duly sworn, declared that the statements therein contained are true and correct.
 
     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of September, 1986.
 
                                      /s/ Beverly Johnson
                              -------------------------------------------
                              Notary Public in and for the State of Texas
 
                              Printer Name of Notary
 
                                       Beverly Johnson
                              --------------------------------------------
 
(Seal)
 
My Commission Expires:
 
     Dated March 22, 1989
- ---------------------------------
<PAGE>
 
                  CERTIFICATE OF OWNERSHIP AND MERGER MERGING
                INTERNATIONAL METAL CO., AN OKLAHOMA CORPORATION
            INTO FRONTIER TEXAS CORPORATION, A DELAWARE CORPORATION
                        (PURSUANT TO SECTION 253 OF THE
                      GENERAL CORPORATION LAW OF DELAWARE)
 
 
     Frontier Texas Corporation, a corporation incorporated on the fourteenth
day of February, 1985, pursuant to the provisions of the General Corporation Law
of the State of Delaware does hereby certify that it owns at least ninety
percent (90%) of the outstanding shares of each class of capital stock of
International Metal Co., a corporation incorporated under the laws of the State
of Oklahoma, and that it, pursuant to resolutions of the Board of Directors,
duly adopted by the unanimous written consent of the members thereof on October
3, 1988, determined to and did merge into itself International Metal Co., an
Oklahoma corporation, which resolutions are in the following words, to wit:
 
     WHEREAS, Frontier Texas Corporation ("Frontier") is a corporation duly
organized and validly existing under the laws of the State of Delaware; and
 
     WHEREAS, International Metal Co. ("IMCO") is a corporation duly organized
and validly existing under the laws of the State of Oklahoma; and
 
     WHEREAS, the undersigned directors deem it to be in the best interests of
Frontier and IMCO to merge IMCO with and into Frontier pursuant to a Plan and
Agreement of Merger (the "Merger Agreement"); now, therefore, be it
 
          RESOLVED, that the form, terms and provisions of the Merger Agreement
     be, and the same hereby are, approved and adopted in all respects and that,
     pursuant to such Merger Agreement, IMCO merge with and into Frontier (the
     "Merger"), with the result that Frontier will be the surviving corporation;
     and
 
          FURTHER RESOLVED, that each share of the Common Stock of IMCO issued
     and outstanding immediately prior to the Merger pursuant to the terms of
     the Merger Agreement shall be converted into 68,222 shares of Common Stock
     of Frontier; provided, however, that each share of the Common Stock of IMCO
     held by Frontier shall be cancelled; and
 
          FURTHER RESOLVED, that the President or a Vice President and the
     Secretary or any Assistant Secretary of Frontier be, and they hereby are,
     authorized, empowered and directed, for and in the name and on behalf of
     Frontier, to execute the Merger Agreement, any Certificate of Merger and
     the Certificate of Ownership and Merger in the form any such officer shall
     deem appropriate and any other certificates, articles, instruments and
     other documents in form and substance as any such officer shall deem
     appropriate, all as may be required by the laws of the States of Delaware
     and Oklahoma, to waive any and all conditions and to do all things
     necessary or helpful to carry out the purposes of the foregoing resolutions
     and the Merger Agreement
<PAGE>
 
     adopted thereby, and all acts and deeds of the officers and agents of
     Frontier which are consistent with the purposes and intent of the above
     resolutions shall be, and the same hereby are, in all respects, ratified,
     approved, confirmed and adopted as the acts and deeds of Frontier; and
 
          FURTHER RESOLVED, that the Certificate of Incorporation of Frontier,
     upon consummation of the Merger shall be amended to change the name of
     Frontier to "IMCO Recycling Inc.," and that the President or a Vice
     President and the Secretary or any Assistant Secretary of Frontier be, and
     they hereby are, authorized, empowered and directed, for and in the name of
     and on behalf of Frontier, to take any and all actions any such officer
     shall deem appropriate in order to effectuate the aforementioned Merger and
     related transactions, and all acts and deeds of the officers and agents of
     Frontier which are consistent with the purpose and intent of this
     resolution shall be, and the same hereby are, in all respects ratified,
     approved, confirmed and adopted as the acts and deeds of Frontier.
 
     IN WITNESS WHEREOF, Frontier Texas Corporation has caused this Certificate
to be signed by its President and attested by its Secretary, and its corporate
seal to be affixed, the 3rd day of October, 1988.
 
 
                              By:   /s/ Ralph L. Cheek
                                    ------------------------------
                                    Ralph L. Cheek, President
 
ATTEST:
 
   /s/ Paul V. Dufour
- --------------------------------
Paul V. Dufour, Secretary
 
(Seal)
<PAGE>
 
                            CERTIFICATE OF AMENDMENT
                      OF THE CERTIFICATE OF INCORPORATION
                             OF IMCO RECYCLING INC.
 
     IMCO RECYCLING INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
 
     FIRST:    That at a meeting of the Board of Directors of the Company,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Company, declaring such amendment to be
advisable and directing that the proposed amendment be submitted to the
stockholders of the Company for their consideration and approval at the next
annual meeting of the stockholders.  The resolutions setting forth the proposed
amendment are as follows:
 
          FURTHER RESOLVED, that the Board of Directors of the Company declares
     it advisable to adopt an amendment providing for the authorization for
     issue of up to 8,000,000 shares of Preferred Stock, par value $0.10 per
     share, upon the determination of the Board of Directors (the "Amendment"),
     to Article FOURTH of the Certificate of Incorporation of the Company so
     that such Article FOURTH shall read in its entirety as follows:
 
               "FOURTH:  The total number of shares of stock which the
          Corporation shall have authority to issue is 28,000,000, 8,000,000 of
          such shares to be classified as preferred stock (the "Preferred
          Stock"), par value $0.10 per share, and 20,000,000 of such shares to
          be classified as common stock (the "Common Stock"), par value $0.10
          per share.
 
               The designations and the powers, preferences, rights,
          qualifications, limitations and restrictions of the Preferred Stock
          and the Common Stock of the Corporation are as follows:
 
          A.  Provisions Relating to the Preferred Stock.
 
              1.  The Preferred Stock may be issued from time to time in one or
          more series, the shares of each series to have such designations and
          powers, preferences, rights, qualifications, limitations and
          restrictions thereof as are stated and expressed herein and in the
          resolution or resolutions providing for the
<PAGE>
 
          issue of such series adopted by the Board of Directors of the
          Corporation as hereafter prescribed.
 
               2.  Authority is hereby expressly granted to and vested in the
          Board of Directors of the Corporation to authorize the issuance of the
          Preferred Stock from time to time in one or more series, and with
          respect to each series of the Preferred Stock, to fix and state by the
          resolution or resolutions from time to time adopted providing for the
          issuance thereof the following:
 
                   (i)  whether or not shares of a series shall have voting
          rights, full, special, or limited, or shall be without voting rights,
          and whether or not the holders of such shares are to be entitled to
          vote as a separate class either alone or together with the holders of
          one or more other classes or series of stock;
 
                   (ii)  the number of shares to constitute the series and the
          designations thereof;
 
                   (iii) the preferences, and relative, participating,
          optional, or other special rights, if any, and the qualifications,
          limitations, or restrictions thereof, if any, with respect to any
          series;
 
                   (iv)  whether or not the shares of any series shall be
          redeemable at the option of the Corporation or the holders thereof or
          upon the happening of any specified event, and, if redeemable, the
          redemption price or prices (which may be payable in the form of cash,
          notes, securities, or other property), and the time or times at which,
          and the terms and conditions upon which, such shares shall be
          redeemable and the manner of redemption;
 
                   (v)   whether or not the shares of a series shall be subject
          to the operation of retirement or sinking funds to be applied to the
          purchase or redemption of such shares for retirement, and, if such
          retirement or sinking fund or funds are to be established, the annual
          amount thereof, and the terms and provisions relative to the operation
          thereof;
 
                   (vi)  the dividend rate, whether dividends are payable in
          cash, stock of the Corporation, or other property, the conditions upon
          which and the times when such dividends are payable, the preference to
          or the relation to the payment of dividends payable on any other class
          or classes or series of stock, whether or not such dividends shall be
          cumulative or noncumulative, and if cumulative, the date or dates from
          which such dividends shall accumulate;
<PAGE>
 
                    (vii)   the preferences, if any, and the amounts thereof
          which the holders of shares of any series shall be entitled to receive
          upon the voluntary or involuntary dissolution of, or upon any
          distribution of the assets of, the Corporation;
 
                    (viii)  whether or not the shares of any series shall be
          entitled to the benefit of conditions and restrictions upon the
          creation of indebtedness of the Corporation or any subsidiary of the
          Corporation, upon the issue of any additional stock (including,
          without limitation, additional shares of such series or of any other
          class or series) and upon the payment of dividends or the making of
          other distributions on, and the purchase, redemption or other
          acquisition by the Corporation or any subsidiary of the Corporation
          of, any outstanding stock of the Corporation;
 
                    (ix)    whether or not the shares of any series, at the
          option of the Corporation or the holders thereof or upon the happening
          of any specified event, shall be convertible into or exchangeable for
          the shares of any other class or classes or of any other series of the
          same or any other class or classes of stock, securities, or other
          property of the Corporation and the conversion price or prices or
          ratio or ratios or the rate or rates at which such exchange may be
          made, with such adjustments, if any, as shall be stated and expressed
          or provided for in such resolution or resolutions; and
 
                    (x)     such other special rights and protective provisions
          with respect to any series as the Board of Directors of the
          Corporation may deem advisable.
 
               3.   The shares of each series of the Preferred Stock may vary
          from the shares of any other class or series in any or all of the
          foregoing respects.  The Board of Directors of the Corporation may
          increase the number of shares of the Preferred Stock designated for
          any existing series (but not above the total number of authorized
          shares of the class) by a resolution adding to such series authorized
          and unissued shares of the Preferred Stock not designated for any
          other series.  The Board of Directors of the Corporation may decrease
          the number of shares of the Preferred Stock designated for any
          existing series (but not below the number of shares thereof then
          outstanding) by a resolution, subtracting from such series unissued
          shares of the Preferred Stock designated for such series, and the
          shares so subtracted shall become authorized, unissued, and
          undesignated shares of the Preferred Stock.
 
          B.  Provisions Relating to the Common Stock.
<PAGE>
 
               1.  Except as otherwise required by law, and subject to any
          special voting rights which may be conferred upon any class or series
          of stock of the Corporation, each holder of Common Stock shall be
          entitled to one vote for each share of the Common Stock standing in
          such holder's name on the records of the Corporation on each matter
          submitted to a vote of the stockholders.
 
               2.  Subject to the rights of the holders of any class or series
          of stock of the Corporation, the holders of the Common Stock shall be
          entitled to receive when, as, and if declared by the Board of
          Directors of the Corporation, out of funds legally available therefor,
          dividends payable in cash, stock, or otherwise.
 
               3.  Upon any liquidation, dissolution, or winding up of the
          Corporation, whether voluntary or involuntary, and after the holders
          of any class or series of stock of the Corporation having a preference
          over the Common Stock with respect to distributions of assets upon any
          such liquidation, distribution or winding up, and any bonds,
          debentures, or other obligations of the Corporation shall have been
          paid in full the amounts to which they shall be entitled (if any), or
          a sum sufficient for such payment in full shall have been set aside,
          the remaining net assets of the Corporation shall be distributed pro
          rata to the holders of the Common Stock, to the exclusion of the
          holders of shares of any other class or series of stock and any bonds,
          debentures, or other obligations of the Corporation."
 
     SECOND:   That thereafter, an annual meeting of the stockholders of the
Company was duly called and held upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, and the necessary number
of shares as required by statute were voted in favor of the amendment.
 
     THIRD:    That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
Ralph L. Cheek, its President and Chief Executive Officer, and attested by Paul
V. Dufour, its Secretary, this 7th day of May, 1991.
<PAGE>
 
                              IMCO RECYCLING INC.
 
                              By:   /s/ Ralph L. Cheek
                                 ------------------------------
                                    Ralph L. Cheek
                                    President and
                                    Chief Executive Officer
 
 
ATTEST:
 
By:  /s/ Paul V. Dufour
   ---------------------------
     Paul V. Dufour
     Secretary
<PAGE>
 
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                              IMCO RECYCLING INC.
 
     IMCO RECYCLING INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
 
     FIRST: That at a meeting of the Board of Directors of the Company,
resolutions were duly adopted setting forth proposed amendments to the
Certificate of Incorporation of the Company, declaring such amendments to be
advisable and directing that the proposed amendments be submitted to the
stockholders of the Company for their consideration and approval at the next
annual meeting of the stockholders.  The resolutions setting forth the proposed
amendments are as follows:
 
     RESOLVED, that the Board of Directors of the Company declares it advisable
to adopt amendments to Articles Sixth and Seventh of the Company's Certificate
of Incorporation (the "Amendments"), so that Articles Sixth and Seventh shall
read in their entirety as follows:
 
          "Sixth.  The number of directors which shall constitute the whole
     Board of Directors shall be not less than three and shall be fixed from
     time to time exclusively by the Board of Directors pursuant to a resolution
     adopted by a majority of the total number of authorized directors (whether
     or not there exist any vacancies in the previously authorized directorships
     at the time any such resolution is presented to the Board of Directors for
     adoption).  At the Annual Meeting of Stockholders at which this Article is
     adopted, the directors shall be divided into three classes, designated
     Class I, Class II, and Class III (which at all times shall be as nearly
     equal in number as possible), with the term of office of Class III
     directors to expire at the 1993 Annual Meeting of Stockholders, the term of
     office of Class II directors to expire at the 1994 Annual Meeting of
     Stockholders, and the term of office of Class I directors to expire at the
     1995 Annual Meeting of Stockholders.  At each annual meeting of
     stockholders following such initial classification and election, directors
     elected to succeed those directors whose terms expire shall be elected for
     a term of office to expire at the third succeeding annual meeting of
     stockholders after their election.
 
          Subject to the right of the holders of any particular class or series
     of capital stock of the Corporation entitled to vote generally in the
     election of directors (hereinafter referred to as the "Voting Stock") then
     outstanding, any
<PAGE>
 
     director, or the entire Board of Directors, may be removed from office at
     any time, with or without cause, but only by the affirmative vote of the
     holders of at least a majority of the voting power of all of the then-
     outstanding shares of Voting Stock, voting together as a single class.
 
          Subject to the rights of the holders of any class or series of the
     Voting Stock then outstanding, newly created directorships resulting from
     any increase in the authorized number of directors or any vacancies on the
     Board of Directors resulting from death, resignation, retirement,
     disqualification, removal from office or other cause may be filled by a
     majority vote of the directors then in office, though less than a quorum,
     and directors so chosen shall hold office for a term expiring at the annual
     meeting of stockholders at which the term of office of the class to which
     they have been elected expires. No decrease in the number of authorized
     directors constituting the entire Board of Directors shall shorten the term
     of any incumbent director.
 
          Notwithstanding the foregoing, whenever the holders of any series of
     the Preferred Stock shall have the right to elect directors at an annual or
     special meeting of stockholders, the election, term of office, filling of
     vacancies, and other features of such directorships shall be governed by
     the terms of this Certificate of Incorporation applicable thereto, or the
     resolution or resolutions of the Board of Directors relating to the
     issuance of such series of Preferred Stock, and such directors so elected
     shall not be divided into classes pursuant to this Article unless expressly
     provided by such terms or such resolution or resolutions.
 
          Notwithstanding any other provisions of this Certificate of
     Incorporation or any provision of law which might otherwise permit a lesser
     vote or no vote, but in addition to any affirmative vote of the holders of
     any particular class or series of Voting Stock required by law or this
     Certificate of Incorporation or the resolution or resolutions of the Board
     of Directors relating to the issuance thereof, the affirmative vote of the
     holders of at least 60% of the voting power of all of the then-outstanding
     shares of the Voting Stock, voting together as a single class, shall be
     required to alter, amend, repeal, or adopt any provision inconsistent with
     this Article SIXTH.
 
          "SEVENTH.  The Board of Directors of the Corporation shall have the
     power to make, alter or repeal By-Laws of the Corporation, subject to such
     restrictions upon the exercise of such power as may be imposed by the
     Stockholders in any By-Laws adopted by them from time to time.
     Notwithstanding the foregoing and anything contained in this Certificate of
     Incorporation to the contrary, Sections 2, 4, and 5 of Article III of the
     By-Laws shall not be amended or repealed and no provision inconsistent
     therewith shall be adopted without the affirmative vote of the holders of
     at least 60% of the voting power of all of the then-outstanding shares of
     Voting Stock, voting together as a single class.  Notwithstanding anything
     contained in this Certificate of Incorporation to the contrary, the
     affirmative vote of the holders of at least 60% of the voting power of the
     then-outstanding shares of Voting
<PAGE>
 
     Stock, voting together as a single class, shall be required to alter,
     amend, repeal or adopt any provision inconsistent with or repeal this
     Article SEVENTH."
 
     SECOND:  That thereafter, an annual meeting of the stockholders of the
Company was duly called and held upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, and the necessary number
of shares as required by statute were voted in favor of the amendments.
 
     THIRD: That such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
Ralph L. Cheek, its President and Chief Executive officer, and attested by Paul
V. Dufour, its Secretary, this ___ day of May, 1992.
 
                              IMCO RECYCLING INC.
 
 
 
                              By:   /s/ Ralph L. Cheek
                                 -----------------------------------------
                                    Ralph L. Cheek
                                    President and Chief Executive Officer
 
ATTEST:
 
By:  /s/ Paul V. Dufour
   ---------------------------------
     Paul V. Dufour
     Secretary
<PAGE>
                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 12/31/1997
                                                          971455482 - 2055006
 
 
                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
              PHOENIX SMELTING CORPORATION, A GEORGIA CORPORATION
                                 WITH AND INTO
                  IMCO RECYCLING INC., A DELAWARE CORPORATION
 
 
     IMCO Recycling Inc., a Delaware corporation ("Parent"), does hereby certify
the following in accordance with Section 253 of the Delaware General Corporation
Law:
 
     (i) that Parent owns all of the outstanding capital stock of Phoenix
Smelting Corporation, a Georgia corporation ("Subsidiary"); and
 
     (ii) that the Board of Directors of Parent, by resolution adopted at a duly
called meeting on December 19, 1997, unanimously determined to, and effective
upon the filing of this Certificate of Ownership and Merger with the Secretary
of State of the State of Delaware do, merge Subsidiary into Parent. A copy of
the resolution is attached hereto as Exhibit A.
 
     The Parent has caused this Certificate of Ownership and Merger to be
executed by its Vice President and Treasurer effective as of January 1, 1998.
 
 
                                             IMCO RECYCLING INC.
 
 
                                             By: /s/ JAMES B. WALBURG
                                                -----------------------------
                                                James B. Walburg,
                                                Vice President and Treasurer
<PAGE>
 
                                   EXHIBIT A
 
     The following resolutions were adopted at a duly called meeting of the
Board of Directors of IMCO Recycling Inc., a Delaware corporation, on December
19, 1997.
 
     WHEREAS, IMCO Recycling Inc. (the "Company") owns all of the issued and
outstanding stock of Phoenix Smelting Corporation ("Subsidiary") and desires to
merge Subsidiary with and into the Company;
 
     NOW THEREFORE, BE IT RESOLVED, that effective as of January 1, 1998,
Subsidiary merge (the "Merger") with and into the Company, and the Company
shall be the surviving corporation (the "Surviving Corporation") pursuant to
the General Corporation Law of the State of Delaware and the Georgia Business
Corporation Code; and be it
 
     FURTHER RESOLVED, that the Certificate of Incorporation of the Company
shall constitute the Certificate of Incorporation, as amended, of the Surviving
Corporation; and the Bylaws of the Company shall constitute the Bylaws of the
Surviving Corporation; and be it
 
     FURTHER RESOLVED, that, pursuant to Georgia law, a Plan of Merger, in
substantially the form as attached hereto as Exhibit "A", is hereby approved
and adopted.
 
     FURTHER RESOLVED, that the directors and officers of the surviving
Corporation shall be the directors and officers of the Company immediately
prior to the Merger; and such directors and officers shall hold their
respective positions until their successors shall have been duly elected and
qualified; and be it
 
     FURTHER RESOLVED, that upon the effective date of the Merger each share of
the issued and outstanding capital stock of Subsidiary shall be canceled and no
consideration shall be exchanged therefor, and each share of the capital stock
of the Company outstanding immediately prior to the Merger, by virtue of the
Merger and without any action on the part of the holders thereof, shall
represent one share of the Surviving Corporation having, in each case, the same
voting powers, designations, limitations and restrictions thereof, as such
share shall have immediately prior to the Merger under the Certificate of
Incorporation of the Company; and be it
 
     FURTHER RESOLVED, that at any time prior to the filing of the Certificate
of Ownership and Merger with the Secretary of State of Delaware, the Board of
Directors of the Company or any duly authorized committee thereof may determine
not to effect the Merger; and be it
 
     FURTHER RESOLVED, that the President or any Vice President of the Company
be, and they hereby are, severally authorized and directed to make and execute,
in the name and on behalf of the Company, and to file in the proper public
offices, a Certificate of Ownership and Merger setting forth a copy of these
Resolutions; and be it
 
     FURTHER RESOLVED, that the President or any Vice President of the Company,
be and they hereby are, severally authorized and directed to take such further
action and to execute such certificates and other documents as they, in their
discretion, shall deem necessary or advisable to consummate the Merger and
effect the foregoing resolutions.
 
<PAGE>
 
     IN WITNESS WHEREOF the undersigned has excuted this Agreement to be
effective as of the day and year first above written.
 
 
                                            IMCO RECYCLING INC.
 
                                            By: /s/ James B. Walburg
                                               ---------------------------------
                                            Name:  James B. Walburg
                                            Title: Vice President and Treasurer
 
 
                                            PHOENIX SMELTING CORPORATION
 
                                            By: /s/ James B. Walburg
                                               ---------------------------------
                                            Name:  James B. Walburg
                                            Title: Vice President and Treasurer
 
 
                                     - 2 -
<PAGE>
                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
            IMCO RECYCLING OF ILLINOIS INC., A DELAWARE CORPORATION
                                 WITH AND INTO
                  IMCO RECYCLING INC., A DELAWARE CORPORATION
 
 
     IMCO Recycling Inc., a Delaware corporation ("Parent"), does hereby
certify the following in accordance with Section 253 of the Delaware General
Corporation Law:
 
     (i)  that Parent owns all of the outstanding capital stock of IMCO
Recycling of Illinois Inc., a Delaware corporation ("Subsidiary"); and
 
     (ii) that the Board of Directors of Parent, by resolution adopted at a
duly called meeting on February 25, 1998, unanimously determined to, and
effective upon the filing of this Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware do, merge Subsidiary into Parent. A
copy of the resolution is attached hereto as Exhibit A.
 
     The Parent has caused this Certificate of Ownership and Merger to be
executed by its Vice President and Treasurer effective as of March 31, 1998.
 
                                            IMCO RECYCLING INC.
 
 
                                            By: /s/ JAMES B. WALBURG
                                                -------------------------------
                                                James B. Walburg
                                                Vice President and Treasurer
 
 
 
 
 
    STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 03/31/1998
   981124670 - 2055006
<PAGE>
                                   EXHIBIT A
 
     The following resolutions were adopted at a duly called meeting of the
Board of Directors of IMCO Recycling Inc., a Delaware corporation, on February
25, 1998:
 
     "WHEREAS, IMCO Recycling Inc. (the "Company") owns all of the issued and
outstanding stock of IMCO Recycling of Illinois Inc. ("Subsidiary") and desires
to merge Subsidiary with and into the Company;
 
     NOW THEREFORE, BE IT RESOLVED, that, effective as of April 1, 1998,
Subsidiary merge (the "Merger") with and into the Company, and the Company shall
be the surviving corporation (the "Surviving Corporation") pursuant to the
General Corporation Law of the State of Delaware; and be it
 
     FURTHER RESOLVED, that the Certificate of Incorporation of the Company
shall constitute the Certificate of Incorporation, as amended, of the Surviving
Corporation; and the Bylaws of the Company shall constitute the Bylaws of the
Surviving Corporation; and be it
 
     FURTHER RESOLVED, that the directors and officers of the Surviving
Corporation shall be the directors and officers of the Company immediately prior
to the Merger; and such directors and officers shall hold their respective
positions until their successors shall have been duly elected and qualified; and
be it
 
     FURTHER RESOLVED, that upon the effective date of the Merger each share of
the issued and outstanding capital stock of Subsidiary shall be canceled and no
consideration shall be exchanged therefor, and each share of the capital stock
of the Company outstanding immediately prior to the Merger, by virtue of the
Merger and without any action on the part of the holders thereof, shall
represent one share of the Surviving Corporation having, in each case, the same
voting powers, designations, limitations and restrictions thereof, as such share
shall have immediately prior to the Merger and under the Certificate of
Incorporation of the Company; and be it
 
     FURTHER RESOLVED, that at any time prior to the filing of the Certificate
of Ownership and Merger with the Secretary of State of Delaware, the Board of
Directors of the Company or any duly authorized committee thereof may determine
not to effect the Merger; and be it
 
     FURTHER RESOLVED, that the President or any Vice President of the Company
be, and they hereby are, severally authorized and directed to make and execute,
in the name and on behalf of the Company, and to file in the proper public
offices, a Certificate of Ownership and Merger setting forth a copy of these
resolutions; and be it
 
     FURTHER RESOLVED, that the President or any Vice President of the Company
be, and they hereby are, severally authorized and directed to take such further
action and to execute such certificates and other documents as they, in their
discretion, shall deem necessary or advisable to consummate the Merger and
effect the foregoing resolutions."
<PAGE>
 
                            CERTIFICATE OF AMENDMENT
                      TO THE CERTIFICATE OF INCORPORATION
                             OF IMCO RECYCLING INC.
 
     IMCO Recycling Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
 
     DOES HEREBY CERTIFY: That the following amendment of the Certificate of
Incorporation of the Corporation was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:
 
     The first paragraph of Article FOURTH of the Corporation's Certificate of
     Incorporation be amended so that, as amended, the first paragraph of
     Article FOURTH shall be and read as follows:
 
               "FOURTH: The total number of shares of stock which the
          Corporation shall have authority to issue is 48,000,000, 8,000,000 of
          such shares to be classified as preferred stock (the "Preferred
          Stock"), par value $0.10 per share, and 40,000,000 of such shares to
          be classified as common stock (the "Common Stock"), par value $0.10
          per share."
 
     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Paul V. Dufour, its duly authorized officer, on May 13, 1998.
 
 
                              IMCO RECYCLING INC.
 
                              By:   /s/ Paul V. Dufour
                                 ---------------------------------------
                                    Paul V. Dufour
                                    Executive Vice President
                                    Chief Financial Officer and Secretary