AMENDED AND RESTATED

                                      

                         CERTIFICATE OF INCORPORATION

 

                                      OF

 

                             TOWER AUTOMOTIVE, INC.

 

                  (AS AMENDED BY THE CERTIFICATE OF AMENDMENT OF

                  CERTIFICATE OF INCORPORATION DATED JUNE 2, 1997)

 

                                 ARTICLE ONE

 

     The name of the Corporation is Tower Automotive, Inc.

 

                                 ARTICLE TWO

 

     The address of the Corporation's registered office in the State of

Delaware is 32 Loockermann Square, Suite L-100, in the City of Dover,

Delaware 19901, County of Kent.  The name of the Corporation's registered

agent at such address is The Prentice-Hall Corporation System, Inc.

 

                                 ARTICLE THREE

 

     The nature of the business or purposes to be conducted or promoted 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 (the "Delaware

General Corporation Law") either alone or with others through wholly or

partially owned subsidiaries, as a partner (limited or general) in any

partnership, as a joint venturer in any joint venture, or otherwise.

 

                                  ARTICLE FOUR

 

     Section 1. The total number of shares of capital stock which the

Corporation has authority to issue is 205,000,000 shares, consisting of:

 

             A. 5, 000, 000 shares of Preferred Stock, par value $1.00 per

share, having such designations, rights, terms, preferences and limitations

as the Board of Directors may determine (the "Undesignated Preferred"); and

 

             B. 200,000,000 shares of Common Stock, par value $.01 per share

(the "Common Stock").

 

     All of such shares shall be issued as fully paid and non-assessable

shares, and the holder thereof shall not be liable for any further payments

in respect thereof.

 

<PAGE>

 

     Section 2. The preferences, limitations, designations and relative

rights of the shares of each class and the qualifications, limitations or

restrictions thereof shall be as follows:

 

             A. UNDESIGNATED PREFERRED.

 

     The Board of Directors of the Corporation is hereby expressly

authorized, to the full extent now or hereafter permitted by the laws of the

State of Delaware, at any time and from time to time to provide for the

issuance of some or all of the Undesignated Preferred in one or more series,

with such voting powers, full or limited, or without voting powers, and with

such designations, references and relative, participating, optional or other

special rights, and qualifications, limitations or restrictions thereof, as

shall be stated and expressed in the resolution or resolutions providing for

the issue thereof adopted by the Board of Directors. Before the Corporation

shall issue any Undesignated Preferred of any series, the Board of Directors

shall adopt a resolution or resolutions fixing the voting powers,

designations, preferences and rights of such series, the qualifications,

limitations or restrictions thereof, and the number of shares of Undesignated

Preferred of such series, and appropriate documents shall be executed and

filed as required by law.  All stock issued pursuant to this Section 2A shall

be hereinafter referred to as "Preferred Stock."

 

             B. COMMON STOCK.

 

     Except as otherwise provided in this Section 2B or as otherwise required

by applicable law, all shares of Common Stock shall be identical in all

respects and shall entitle the holders thereof to the same rights and

privileges, subject to the same qualifications, limitations and restrictions.

 

             1. VOTING RIGHTS.  Except as otherwise provided in this Section

2B or as otherwise required by applicable law, the holders of Common Stock

shall be entitled to one vote per share on all matters to be voted on by the

Corporation's stockholders.

 

             2. DIVIDENDS.  As and when dividends are declared or paid

thereon, whether in cash, property or securities of the Corporation, the

holders of Common Stock shall be entitled to Participate in such dividends

ratably on a per share basis.  The rights of the holders of Common Stock to

receive dividends are subject to the provisions of the Preferred Stock.

 

             3. LIQUIDATION.  Upon any liquidation, dissolution or winding up

of the Corporation, whether voluntary or involuntary, and after the holders

of the Preferred Stock shall have been paid in full the amounts to which they

respectively shall be entitled, an amount sufficient to pay the aggregate

amount to which the holders of the Preferred Stock shall be entitled shall

have been deposited with a bank or trust company having its principal office

in New York, New York or Minneapolis, Minnesota and having capital, surplus

and undivided profits of at least twenty-five million dollars ($25,000,000)

as a trust fund for the benefit of the holders of such Preferred Stock, the

remaining net assets of the Corporation shall be distributed pro rata to the

holders of the Common Stock in accordance with their respective rights and

interests, to the exclusion of the holders of such Preferred Stock.

 

                                       -2-

 

<PAGE>

 

     4. REGISTRATION OF TRANSFER.  The Corporation shall keep at its

principal office (or such other place as the Corporation reasonably

designates) a register for the registration of shares of Common Stock.  Upon

the surrender of any certificate representing shares of Common Stock at such

place, the Corporation shall, at the request of the registered holder of such

certificate, execute and deliver a new certificate or certificates in

exchange therefor representing in the aggregate the number of shares

represented by the surrendered certificate, and the Corporation forthwith

shall cancel such surrendered certificate.  Each such new certificate will be

registered in such name and will represent such number of shares as is

requested by the holder of the surrendered certificate and shall be

substantially identical in form to the surrendered certificate.  The issuance

of new certificates shall be made without charge to the holders of the

surrendered certificates for any issuance tax in respect thereof or other

cost incurred by the Corporation in connection with such issuance.

 

     5. REPLACEMENT.  Upon receipt of evidence reasonably satisfactory to the

Corporation (an affidavit of the registered holder will be satisfactory) of

the ownership and the loss, theft, destruction or mutilation of any

certificate evidencing one or more shares of Common Stock, and in the case of

any such loss, theft or destruction, upon receipt of indemnity reasonably

satisfactory to the Corporation (provided that if the holder is a financial

institution or other institutional investor its own agreement will be

satisfactory), or, in the case of any such mutilation upon surrender of such

certificate, the Corporation shall (at its expense) execute and deliver in

lieu of such certificate a new certificate of like kind representing the

number of shares represented by such lost, stolen, destroyed or mutilated

certificate and dated the date of such lost, stolen, destroyed or mutilated

certificate.

 

     6. NOTICES.  All notices referred to herein shall be in writing, shall

be delivered personally or by first class mail, postage prepaid, and shall be

deemed to have been given when so delivered or mailed to the Corporation at

its principal executive offices and to any stockholder at such holder's

address as it appears in the stock records of the Corporation (unless

otherwise specified in a written notice to the Corporation by such holder).

 

     C. GENERAL PROVISIONS.

 

     1. NONLIQUIDATING EVENTS.  A consolidation or merger of the corporation

with or into another corporation or corporations or a sale, whether for cash,

shares of stock, securities or properties, of all or substantially all of the

assets of the dissolution shall not be deemed or construed to be a

liquidation, dissolution or winding up of the Corporation within the meaning

of this Article Four.

 

     2. NO PREEMPTIVE RIGHTS.  No holder of Preferred Stock or Common Stock

of the Corporation shall be entitled, as such, as a matter of right, to

subscribe for or purchase any part of any new or additional issue of stock of

any class or series whatsoever or of securities convertible into stock of any

class whatsoever, whether now or hereafter authorized and whether issued for

cash or other consideration, or by way of dividend.

 

                                       -3-

 

<PAGE>

 

                                  ARTICLE FIVE

 

     The business and affairs of the Corporation shall be managed by or under

the direction of the Board of Directors, and the directors need not be

elected by ballot unless required by the By-laws of the Corporation.  In

furtherance and not in limitation of the powers conferred by statute, the

Board of Directors of the Corporation is expressly authorized to adopt, amend

or repeal the By-laws of the Corporation.

 

                                   ARTICLE SIX

 

     Action shall be taken by the stockholders of the corporation at annual

or special meetings of stockholders or by written consent.  Special meetings

of the Corporation may be called only as provided in the By-laws.

 

                                  ARTICLE SEVEN

 

     Section 1.  Meetings of stockholders may be held within or without the

State of Delaware, as the By-laws of the Corporation may provide.  The books

of the Corporation may be kept outside the State of Delaware at such place or

places as may be designated from time to time by the Board of Directors or in

the By-laws of the Corporation.  The Board of Directors shall from time to

time decide whether and to what extent and at what times and under what

conditions and requirements the accounts and books of the Corporation, or any

of them, except the stock book, shall be open to the inspection of the

stockholders, and no stockholder shall have any right to inspect any books or

documents of the Corporation except as conferred by the laws of the State of

Delaware or as authorized by the Board of Directors.

 

     Section 2.  Directors elected by holders of stock of the corporation

entitled to vote generally in the election of directors may be removed at any

time by a majority vote of such stockholders.  Directors elected by any class

of stock, voting separately as a class, may be removed only by a majority

vote of such class, voting separately as a class, so long as the voting power

of such class shall continue, provided such removal may only be for cause.

 

                                ARTICLE EIGHT

                                      

     Section 1.  The number of directors of the Corporation, exclusive of

directors, if any, to be elected by the holders of one or more series of

Preferred Stock, shall not be less than three (3) nor more than fifteen (15).

 

     Section 2.  Vacancies and newly created directorships resulting from any

increase in the authorized number of directors may be filled by a majority of

the directors then in office, though less than a quorum, or by a sole

remaining director.  Each director so chosen shall hold office until a

successor is duly elected and qualified or until his or her earlier death,

resignation or removal as herein provided.

 

                                       -4-

 

<PAGE>

 

                                  ARTICLE NINE

 

     Section 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a

party or is threatened to be made a party to or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (hereinafter a "proceeding"), by reason of the fact that he or

she is or was a director or officer of the Corporation or is or was serving

at the request of the Corporation as a director, officer, employee or agent

of another corporation or of a partnership, joint venture, trust or other

enterprise, including service with respect to an employee benefit plan

(hereinafter an "indemnitee"), whether the basis of such proceeding is

alleged action in an official capacity as a director, officer, employee or

agent or in any other capacity while serving as a director, officer, employee

or agent, shall be indemnified and held harmless by the Corporation to the

fullest extent authorized by the Delaware General Corporation Law, as the

same exists or may hereafter be amended (but, in the case of any such

amendment, only to the extent that such amendment permits the Corporation to

provide broader indemnification rights than permitted prior thereto), against

all expense, liability and loss (including attorneys' fees, judgments, fines,

ERISA excise taxes or penalties and amounts paid in settlement) reasonably

incurred or suffered by such indemnitee in connection therewith and such

indemnification shall continue as to an indemnitee who has ceased to be a

director, officer, employee or agent and shall inure to the benefit of the

indemnitee's heirs, executors and administrators; provided, however, that,

except as provided in Section 2 of this Article Nine with respect to

proceedings to enforce rights to indemnification, the Corporation shall

indemnify any such indemnitee in connection with a proceeding (or part

thereof) initiated by such indemnitee only if such proceeding (or part

thereof) was authorized by the Board of Directors of the Corporation.  The

right to indemnification conferred in this Section 1 shall be a contract

right and shall include the right to be paid by the Corporation the expenses

incurred in defending any such proceeding in advance of its final disposition

(hereinafter an "advancement of expenses"); provided, however, that, if the

Delaware General Corporation Law requires, an advancement of expenses

incurred by an indemnitee in his or her capacity as a director or officer

(and not in any other capacity in which service was or is rendered by such

indemnitee, including, without limitation, service to an employee benefit

plan) shall be made only upon delivery to the Corporation of an undertaking

(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay

all amounts so advanced if it shall ultimately be determined by final

judicial decision from which there is no further right to appeal (hereinafter

a "Final Adjudication") that such indemnitee is not entitled to be

indemnified for such expenses under this Section or otherwise.

 

     Section 2.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under Section

1 of this Article Nine is not paid in full by the Corporation within sixty

days after a written claim has been received by the Corporation, except in

the case of a claim for an advancement of expenses, in which case the

applicable period shall be twenty days, the indemnitee may at any time

thereafter bring suit against the Corporation to recover the unpaid amount of

the claim.  If successful in whole or in part in any such suit, or in a suit

brought by the Corporation to recover an advancement of expenses pursuant to

the terms of an undertaking, the indemnitee shall be entitled to be paid also

the expense of prosecuting or defending such suit.  In (i) any suit brought

by the indemnitee to enforce a right to indemnification hereunder (but not in

a suit brought by the indemnitee to enforce a right to an advancement of

expenses) it shall be a defense that, and (ii) any suit by the Corporation to

recover an advancement of expenses pursuant to the terms of an undertaking

 

                                       -5-

 

<PAGE>

 

the Corporation shall be entitled to recover such expenses upon a final

adjudication that, the indemnitee has not met the applicable standard of

conduct set forth in the Delaware General Corporation Law.  Neither the

failure of Corporation (including its Board of Directors, independent legal

counsel, or its stockholders) to have made a determination prior to the

commencement of such suit that indemnification of the indemnitee is proper in

the circumstances because the indemnitee has met the applicable standard of

conduct set forth in the Delaware General Corporation Law, nor an actual

determination by the Corporation (including its Board of Directors,

independent legal counsel, or its stockholders) that the indemnitee has not

met such applicable standard of conduct, shall create a presumption that the

indemnitee has not met the applicable standard of conduct or in the case of

such a suit brought by the indemnitee, be a defense to such suit.  In any

suit brought by the indemnitee to enforce a right to indemnification or to an

advancement of expenses hereunder, or by the Corporation to recover an

advancement of expenses pursuant to the terms of an undertaking, the burden

proving that the indemnitee is not entitled to be indemnified, or to such

advancement of expenses, under this Article Nine or otherwise shall be on the

Corporation.

 

     Section 3.  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification

and to the advancement of expenses conferred in this Article Nine shall not

be exclusive of any other right which any person may have or hereafter

acquire under this Amended and Restated Certificate of Incorporation, the

Corporation's By-laws, any statute, agreement, vote of stockholders or

disinterested directors, or otherwise.

 

     Section 4.  INSURANCE.  The Corporation may maintain insurance, at its

expense, to protect itself and any director, officer, employee or agent of

the Corporation or another corporation, partnership, joint venture, trust or

other enterprise against any expense, liability or loss, whether or not the

Corporation would have the power to indemnify such person against such

expense, liability or loss under the Delaware General Corporation Law.

 

     Section 5.  EMPLOYEES AND AGENTS.  Persons who are not covered by the

foregoing provisions of this Article Nine and who are or were employees or

agents of the Corporation, or who are or were serving at the request of the

Corporation as employees or agents of another corporation, partnership, joint

venture, trust or other enterprise, may be indemnified to the extent

authorized at any time or from time to time by the Board of Directors.

 

     Section 6.  MERGER OR CONSOLIDATION.  For purposes of this Article Nine,

references to "the Corporation" shall include, in addition to the resulting

Corporation, any constituent corporation (including an constituent of a

constituent) absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to indemnify its

directors, officers, and employees or agents, so that any person who is or

was a director, officer, employee or agent of such constituent corporation,

or is or was serving at the request of such constituent corporation as a

director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, shall stand in the same position

under this Article Nine with respect to the resulting or surviving

corporation as he or she would have with respect to such constituent

corporation if its separate existence had continued.

 

                                       -6-

 

<PAGE>

 

                                   ARTICLE TEN

 

     To the fullest extent permitted by the Delaware General Corporation Law

as the same exists or may hereafter be amended, a director of this

Corporation shall not be personally liable to the Corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director.

The modification or repeal of this Article Ten shall not affect the

restriction hereunder of a director's personal liability for any breach, act

or omission occurring prior to such modification or repeal.

 

                                  ARTICLE ELEVEN

 

     The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Amended and Restated Certificate of Incorporation

in the manner now or hereafter prescribed herein and by the Delaware General

Corporation Law, and all rights conferred upon stockholders herein are

granted subject to this reservation.