EXHIBIT 3.1
                                   -----------

                            ARTICLES OF INCORPORATION
                                       OF
                            ATLANTIC INDUSTRIES, INC.


         The  undersigned  incorporator,  being a  natural  person of the age of
eighteen  years  or more,  hereby  establishes  a  corporation  pursuant  to the
statutes  of the  State  of  Colorado  and  adopts  the  following  Articles  of
Incorporation.

                                    ARTICLE I

                                      NAME

            The name of the Corporation is Atlantic Industries, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION

                 The Corporation shall have perpetual existence.

                                   ARTICLE III

                                    PURPOSES

         The purposes for which the  Corporation is organized and its powers are
as follows:

                  (a) To engage in the  transaction  of all lawful  business  or
         pursue any other lawful purpose or purposes for which a corporation may
         be incorporated under Colorado law.

                  (b) To have,  enjoy,  and exercise all of the rights,  powers,
         and privileges  conferred upon  corporations  incorporated  pursuant to
         Colorado  law,  whether now or hereafter in effect,  and whether or not
         herein specifically mentioned.

                  (c) The foregoing enumeration of purposes and powers shall not
         limit or restrict in any manner the transaction of other business,  the
         pursuit of other purposes,  or the exercise of other and further rights
         and powers that may now or hereafter be permitted or provided by law.
<PAGE>
                                   ARTICLE IV

                                  CAPITAL STOCK

         1.       Authorized  Stock.  The   total  number  of  shares  that  the
Corporation shall have authority to issue is fifty million  (50,000,000) shares,
of which  40,000,000  may be issued as common stock and  10,000,000 as preferred
stock, each with a par value of $.01 per share.

         2.       The  board  of  directors  of  the  Corporation is authorized,
subject  to  limitations   prescribed  by  law,  to  provide  by  resolution  or
resolutions  for the  issuance of the shares of common or  preferred  stock as a
class or in series,  and, by filing a certificate of  designations,  pursuant to
the Colorado  Business  Corporation Act, setting forth a copy of such resolution
or  resolutions,  to  establish  from  time to time the  number  of shares to be
included in each such series, and to fix the designation,  powers,  preferences,
and  rights  of the  shares  of  the  class  or of  each  such  series  and  the
qualifications,  limitations,  and  restrictions  thereof.  The authority of the
board of directors with respect to the class or each series shall  include,  but
not be limited to, determination of the following:

                  The  number  of  shares   constituting   any  series  and  the
         distinctive designation of that series;

                  The dividend rate on the shares of the class or of any series,
         whether  dividends shall be cumulative,  and, if so, from which date or
         dates,  and the  relative  rights of  priority,  if any,  of payment of
         dividends on shares of the class or of that series;

                  Whether the class or any series shall have voting  rights,  in
         addition to the voting rights provided by law, and, if so, the terms of
         such voting rights;

                  Whether  the  class  or  any  series  shall  have   conversion
         privileges,  and, if so, the terms and  conditions of such  conversion,
         including  provision  for  adjustment  of the  conversion  rate in such
         events as the board of directors shall determine;

                  Whether or not the shares of the class or of any series  shall
         be redeemable, and, if so, the terms and conditions of such redemption,
         including the date or date upon or after which they shall be redeemable
         and the amount per share  payable in case of  redemption,  which amount
         may vary under different conditions and at different redemption dates;

                  Whether the class or any series  shall have a sinking fund for
         the  redemption  or purchase of shares of the class or of that  series,
         and, if so, the terms and amount of such sinking fund;
                                        2
<PAGE>
                  The  rights of the shares of the class or of any series in the
         event of  voluntary  or  involuntary  dissolution  or winding up of the
         corporation, and the relative rights of priority, if any, of payment of
         shares of the class or of that series;

         Any other powers, preferences, rights, qualifications, limitations, and
restrictions of the class or of any series.

         3.       Voting.  Each  shareholder  of record  shall have one vote for
each share of stock  standing  in his name on the books of the  Corporation  and
entitled  to vote.  Cumulative  voting  shall not be allowed in the  election of
directors of the Corporation.

         4.       Quorum.  At all  meetings of  shareholders,  a majority of the
shares  entitled  to vote at such  meeting,  represented  in person or by proxy,
shall constitute a quorum.

         5.       No Preemptive  Rights. No shareholder of the Corporation shall
have any  preemptive  or other right to subscribe for any  additional  shares of
stock, or for other securities of any class, or for rights,  warrants or options
to purchase stock or for script,  or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.

         6.       Liquidation.  The  board of  directors  may from  time to time
distribute to the shareholders in partial liquidation,  out of stated capital or
capital  surplus  of the  Corporation,  a  portion  of its  assets,  in  cash or
property,  subject to the  limitations  contained  in the  statutes of Colorado.

                                   ARTICLE V

                               BOARD OF DIRECTORS

         The business and affairs of the Corporation shall be managed by a board
of directors,  which shall be elected at the annual meeting of the  shareholders
or at a special meeting called for that purpose.

         The initial board of directors shall consist of the following  members,
who shall serve until the first annual meeting of  shareholders  and until their
successors are elected and qualified:

         Director                                        Address

Adrian P. Kirby                             38 South Audley Street, Mayfair,
                                            London W1Y 5DH, England

Peter N. Chapman                            Satley House, Satley, Bishop
                                            Auckland, Co Durham DL13 4HU
                                        3
<PAGE>
         Director                                        Address

Robert D. Evans                             38 South Audley Street, Mayfair,
                                            London W1Y 5DH, England

         The number of directors may be increased or decreased from time to time
in the manner provided in the bylaws of the  Corporation,  but no decrease shall
have the effect of shortening the term of any incumbent director.

                                   ARTICLE VI

                     REGISTERED AGENT AND REGISTERED OFFICE

         The  initial  registered  office  of  the  Corporation  shall  be  1675
Broadway,  Suite 1200, Denver,  Colorado 80202, and the initial registered agent
at such address shall be The Corporation Company.

                                   ARTICLE VII

                            INITIAL PRINCIPAL OFFICE

         The address of the initial principal office of the Corporation shall be
38 South Audley Street, Mayfair, London W1Y 5DH, England.

                                  ARTICLE VIII

                               DIRECTOR LIABILITY

         To the fullest extent  permitted by the Colorado  Business  Corporation
Act,  as the same  exists  or may  hereafter  be  amended,  a  director  of this
Corporation  shall not be  liable to the  Corporation  or its  shareholders  for
monetary damages for breach of fiduciary duty as a director.

                                   ARTICLE IX

                                 INDEMNIFICATION

         The Corporation  shall indemnify any person and his estate and personal
representative  against  all  liability  and  expense  incurred by reason of the
person being or having been a director or officer of the Corporation to the full
extent and in any manner that  directors may be  indemnified  under the Colorado
Business  Corporation Act, as in effect at any time. The Corporation  shall also
indemnify any person who is serving or has served the  Corporation  as director,
officer,   employee,   or  agent,   and  that   person's   estate  and  personal
representative, to the extent and in the manner
                                       4
<PAGE>
provided in any bylaw, contract, resolution of the shareholders or directors, or
otherwise, so long as such provision is legally permissible.

                                    ARTICLE X

                        NAME AND ADDRESS OF INCORPORATOR

         The name and address of the incorporator is as follows:

         Name                                      Address
         ----                                      -------

  Brian D. Lewandowski                   717 17th Street, Suite 2900
                                         Denver, Colorado  80202



         Verified this 31st day of January 1996.



                                        /s/ Brian D. Lewandowski
                                        ----------------------------------------
                                            Brian D. Lewandowski, Incorporator
                                        5
<PAGE>
STATE OF COLORADO            ]
                             ] ss.
CITY AND                     ]
COUNTY OF DENVER             ]


         I, the  undersigned,  a Notary Public,  hereby certify that on the 31st
day of January,  1996, personally appeared before me, Brian D. Lewandowski,  who
being by me first  duly  sworn,  declared  that he is the  person who signed the
foregoing  document as incorporator,  and that the statements  therein contained
are true.

         WITNESS my hand and official seal.


                                        /s/ Cynthia G. Lewis
                                        ----------------------------------------
                                                Notary Public

My Commission Expires:


  June 17, 1996
------------------------
                                        6
<PAGE>
                           CONSENT OF REGISTERED AGENT

         The undersigned,  CT Corporation System,  hereby voluntarily consent to
serve as registered agent for Atlantic Industries, Inc., a Colorado corporation,
until  removed or  resignation  is  submitted  in  accordance  with the Colorado
Business Corporation Act.


                                        /s/ Marcia J. Bunshara
                                        ----------------------------------------
                                         CT Corporation System, Registered Agent
                                        7
<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            ATLANTIC INDUSTRIES, INC.


         Pursuant to the provisions of the Colorado  Business  Corporation  Act,
the  undersigned  Atlantic   Industries,   Inc.,  a  Colorado  corporation  (the
"Corporation"),  hereby  adopts these  Articles of Amendment  (the  "Articles").
These  Articles  amend the  provisions of the Articles of  Incorporation  of the
Corporation,  originally  filed  with the  Secretary  of  State of the  State of
Colorado on January 31, 1996.

         These Articles have been duly adopted, as required by law, at a meeting
of the Board of Directors  of the  Corporation  held on December  31,  1996.  In
addition,  these  Articles  have been duly  adopted by the  shareholders  of the
Corporation  at a meeting held on February 12, 1997.  The number of shares voted
for the amendment was sufficient for approval.

                                    ARTICLE I

                                      NAME

         The name of the Corporation is Atlantic Industries, Inc.

                                   ARTICLE II

                                    AMENDMENT

         Article  IV,  Section  1  of  the  Articles  of  Incorporation  of  the
Corporation is hereby amended in its entirety to read as follows:

         The total number of shares that the Corporation shall have authority to
issue is fifty million (50,000,000) shares, of which 40,000,000 may be issued as
common stock and  10,000,000 as preferred  stock,  each with a par value of $.01
per share.  Upon  amendment  to this  Article to read as herein set forth,  each
twenty  (20)  shares  of   outstanding   common  stock  is  converted  into  and
reconstituted as one (1) share of common stock.

                                   ARTICLE III

                             CHANGE IN ISSUED SHARES

         The manner in which any exchange,  reclassification  or cancellation of
issued shares provided for in the amendment shall be effected, is as follows:
<PAGE>
         Upon  amendment  to Article IV,  Section 1 to read as herein set forth,
each  twenty (20)  shares of  outstanding  common  stock is  converted  into and
reconstituted as one (1) share of common stock.

         IN WITNESS  WHEREOF,  the undersigned has executed these Articles as of
the 13th day of February, 1997.

                                        ATLANTIC INDUSTRIES, INC.



                                        By /s/ Adrian P. Kirby
                                        ----------------------------------------
                                                 Adrian P. Kirby, President
                                        2