EXHIBIT 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                          BODDIE-NOELL PROPERTIES, INC.


                                    ARTICLE I

                                  INCORPORATOR

                  THE UNDERSIGNED, Jeffrey D. Miller, whose mailing address is
2800 Two Hannover Square, Raleigh, North Carolina 27601, being at least eighteen
years of age, acting as incorporator, does hereby form a corporation under the
General Laws of the State of Maryland.

                                   ARTICLE II

                                      NAME

                  The name of the corporation (the "Corporation") is
Boddie-Noell Properties, Inc.

                                   ARTICLE III

                  PRINCIPAL OFFICE, REGISTERED OFFICE AND AGENT

                  The address of the Corporation's principal office is 3710 One
First Union Center, Charlotte, North Carolina 28202. The address of the
Corporation's principal office and registered office in the State of Maryland is
32 South Street, Baltimore, Maryland 21202. The name of its registered agent at
that office is The Corporation Trust, Incorporated.

                                   ARTICLE IV

                                    PURPOSES

                  The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Maryland
Corporations and Associations Article as now or hereafter in force.

                                    ARTICLE V

                                  CAPITAL STOCK

         5.1. Shares and Par Value. The total number of shares of stock of all
classes which the Corporation has authority to issue is 110,000,000 shares of
capital stock (par value $.01 per share), amounting in aggregate par value to
$1,100,000, of which 10,000,000 shares are classified as Preferred Stock (par
value $.01 per share) and 100,000,000 shares are classified as Common Stock (par
value $.01 per share).

         5.2. Common Stock.  The following is a description of the preferences,
conversion and other rights, voting powers, restrictions, limitations as to 
dividends, qualifications and terms and conditions of redemption of the Common 
Stock of the Corporation (See also Article Sixth hereof):

                  (a) Except as otherwise provided in these Articles of
Incorporation, each share of Common Stock shall have one vote, and, except as
otherwise provided in respect of any class or series of Preferred Stock

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hereafter classified or reclassified, the exclusive voting power for all
purposes shall be vested in the holders of the Common Stock.

                  (b) Subject to the provisions of law and any preferences of
any class or series of Preferred Stock hereafter classified or reclassified,
dividends, including dividends payable in shares of another class of the
Corporation's stock, may be paid on the Common Stock of the Corporation at such
time and in such amounts as the Board of Directors may deem advisable out of
assets of the Corporation legally available therefor.

                  (c) In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of the Common
Stock then outstanding shall be entitled, after payment or provision for payment
of the debts and other liabilities of the Corporation and the amount to which
the holders of any class or series of Preferred Stock hereafter classified or
reclassified shall be entitled, to share ratably in the remaining net assets of
the Corporation.

         5.3. Preferred Stock. The Board of Directors may classify and
reclassify any unissued shares of Preferred Stock by setting or changing in any
one or more respects, from time to time before issuance of such shares, the
preferences, conversion or other rights, voting powers, restrictions (including
restrictions on transfers of shares), limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of Preferred
Stock. Subject to the foregoing, the power of the Board of Directors to classify
and reclassify any of the shares of Preferred Stock shall include, without
limitation, subject to the provisions of these Articles of Incorporation,
authority to determine, fix, or alter one or more of the following:

                  (a) The distinctive designation of such class or series and
the number of shares to constitute such class or series; provided that, unless
otherwise prohibited by the terms of such or any other class or series, the
number of shares of any class or series may be decreased by the Board of
Directors in connection with any classification or reclassification of unissued
shares and the number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, purchased, otherwise acquired or converted into shares of Common Stock
or any other class or series shall become part of the authorized capital stock
and be subject to classification and reclassification as provided in this
sub-paragraph.

                  (b) Whether or not and, if so, the rates, amounts and times at
which, and the conditions under which, dividends shall be payable on shares of
such class or series, whether any such dividends shall rank senior or junior to
or on a parity with the dividends payable on any other class or series of stock,
and the status of any such dividends as cumulative, cumulative to a limited
extent or non-cumulative and as participating or non-participating.

                  (c) Whether or not shares of such class or series shall have
voting rights, in addition to any voting rights provided by law and, if so, the
terms of such voting rights.

                  (d) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and conditions thereof,
including provision for adjustment of the conversion or exchange rate in such
events or at such times as the Board of Directors shall determine.

                  (e) Whether or not shares of such class or series shall be
subject to redemption and, if so, the terms and conditions of such redemption,
including the date or dates 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; and whether or not there
shall be any sinking fund or purchase account in respect thereof, and if so, the
terms thereof.

                  (f) The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of the assets of, the Corporation, which rights



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may vary depending upon whether such  liquidation,  dissolution or winding up is
voluntary or involuntary  and, if voluntary,  may vary at different  dates,  and
whether  such  rights  shall rank  senior or junior to or on a parity  with such
rights of any other class or series of stock.

                  (g) Whether or not there shall be any limitations applicable,
while shares of such class or series are outstanding, upon the payment of
dividends or making of distributions on, or the acquisition of, or the use of
moneys for purchase or redemption of, any stock of the Corporation, or upon any
other action of the Corporation, including action under this sub-paragraph, and,
if so, the terms and conditions thereof.

                  (h) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of such class or
series, not inconsistent with law and these Articles of Incorporation.

         5.4. Preemptive Rights.  No holder of shares of capital stock of the
Corporation shall, as such holder, have any preemptive or other right to
purchase or subscribe for any shares of Common Stock or any class of capital
stock of the Corporation that the Corporation may issue or sell.

                                   ARTICLE VI

                                 REIT PROVISIONS

         6.1. Definitions.  The following terms shall have the following
meanings:

                  (a) "Acquire" shall mean the acquisition of Beneficial
Ownership of shares of capital stock of the Corporation by any means including,
without limitation, acquisition pursuant to the exercise of any option, warrant,
pledge or other security interest or similar right to acquire shares, but shall
not include the acquisition of any such rights unless, as a result, the acquiror
would be considered a Beneficial Owner, as defined below.

                  (b) "Beneficial Ownership" shall mean ownership of capital
stock of the Corporation by a Person who would be treated as an owner of such
shares of capital stock either directly or indirectly under Section 542(a)(2) of
the Code, taking into account, for this purpose, constructive ownership
determined under Section 544 of the Code, as modified by Section 856(h)(1)(B) of
the Code (except where expressly provided otherwise). The terms "Beneficial
Owner," "Beneficially Owns" and "Beneficially Owned" shall have correlative
meanings.

                  (c) "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

                  (d) "Merger" shall mean the merger of Boddie-Noell Properties,
Inc., a Delaware corporation, into the Corporation.

                  (e) "Ownership Limit" shall mean 9.8% of the outstanding 
capital stock of the Corporation.

                  (f) "Person" shall mean an individual, corporation,
partnership, estate, trust (including a trust qualified under Section 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended; but does not include an underwriter that participates in a public
offering of the Common Stock for a period of 90 days following the purchase by
such underwriter of the Common Stock.

                  (g) "REIT" shall mean a Real Estate Investment Trust under
Section 856 of the Code.

                  (h) "Redemption Price" shall mean the lower of (i) the price
paid by the transferee from whom shares are being redeemed and (ii) the average
of the last reported sales prices on the American Stock 



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Exchange of the class of capital stock to be redeemed on the ten trading days
immediately preceding the date fixed for redemption by the Board of Directors,
or if such capital stock is not then traded on the American Stock Exchange, the
average of the last reported sales prices of such capital stock on the ten
trading days immediately preceding the relevant date as reported on any exchange
or quotation system over which such capital stock may be traded, or if such
capital stock is not then traded over any exchange or quotation system, then the
price determined in good faith by the Board of Directors of the Corporation as
the fair market value of shares of such capital stock on the relevant date.

                  (i) "Restriction Termination Date" shall mean the first day
after the date of the Merger on which the Board of Directors and the
shareholders of the Corporation determine pursuant to Section 6.10 of these
Articles of Incorporation that it is no longer in the best interests of the
Corporation to attempt to, or continue to, qualify as a REIT.

                  (j) "Transfer" shall mean any sale, transfer, gift,
assignment, devise or other disposition of capital stock or the right to vote or
receive dividends on capital stock (including (i) the granting of any option or
entering into any agreement for the sale, transfer or other disposition of
capital stock or the right to vote or receive dividends on capital stock or (ii)
the sale, transfer, assignment or other disposition or grant of any securities
or rights convertible into or exchangeable for capital stock, or the right to
vote or receive dividends on capital stock), whether voluntary or involuntary,
whether of record or beneficially and whether by operation of law or otherwise.

         6.2. Restrictions.

                  (a) Except as provided in Section 6.8, during the period
commencing on the date of the Merger and prior to the Restriction Termination
Date: (i) no Person shall Acquire any shares of capital stock if, as a result of
such acquisition, such Person shall Beneficially Own shares of capital stock in
excess of the Ownership Limit; (ii) no Person shall Acquire any shares of
capital stock if, as a result of such acquisition, the capital stock would be
directly or indirectly owned by less than 100 Persons (determined without
reference to the rules of attribution under Section 544 of the Code); and (iii)
no Person shall Acquire any shares if, as a result of such acquisition, the
Corporation would be "closely held" within the meaning of Section 856(h) of the
Code.

                  (b) Any Transfer that would result in a violation of the
restrictions in Section 6.2(a) shall be void ab initio as to the Transfer of
such shares of capital stock that would cause the violation of the applicable
restriction in Section 6.2(a), and the intended transferee shall acquire no
rights in such shares of capital stock.

         6.3. Remedies for Breach.

                  (a) If the Board of Directors or a committee thereof shall at
any time determine in good faith that a Transfer has taken place that falls
within the scope of Section 6.2(b) or that a Person intends to Acquire
Beneficial Ownership of any shares of the Corporation that will result in
violation of Section 6.2(a) or Section 6.2(b) (whether or not such violation is
intended), the Board of Directors or a committee thereof shall take such action
as it or they deem advisable to refuse to give effect to or to prevent such
Transfer, including, but not limited to, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer.

                  (b) Without limitation to Section 6.2(b) and 6.3(a), any
purported transferee of shares acquired in violation of Section 6.2 shall, if it
shall be deemed to have received any shares, be deemed to have acted as agent on
behalf of the Corporation in acquiring such of the shares as result in a
violation of Section 6.2 and shall be deemed to hold such shares in trust on
behalf and for the benefit of the Corporation. The transferee shall have no
right to receive dividends or other distributions with respect to such shares,
and shall have no right to vote such shares. Such transferee shall have no
claim, cause of action, or any other recourse whatsoever against a transferor of
shares acquired in violation of Section 6.2. The transferee's sole right with
respect to such shares shall be to receive at the Corporation's sole and
absolute discretion, either (i) consideration for such shares upon 


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the resale of the shares as  directed  by the  Corporation  pursuant  to Section
6.3(c) or (ii) the Redemption Price pursuant to Section 6.3(c).

                  (c) The Board of Directors shall, within six months after
receiving notice of a Transfer that violates Section 6.2(a), either (in its sole
and absolute discretion) (i) direct the transferee of such shares to sell all
shares held in trust for the Corporation pursuant to Section 6.3(b) for cash in
such manner as the Board of Directors directs or (ii) to the extent permissible
under Maryland law, redeem such shares for the Redemption Price within such
six-month period on such date as the Board of Directors may determine. If the
Board of Directors directs the transferee to sell the shares, the transferee
shall receive such proceeds as trustee for the Corporation and pay the
Corporation out of the proceeds of such sale all expenses incurred by the
Corporation in connection with such sale plus any remaining amount of such
proceeds that exceeds the amount paid by the transferee for the shares, and the
transferee shall be entitled to retain only any proceeds in excess of such
amounts required to be paid to the Corporation.

         6.4. Notice of Restricted Transfer. Any Person who acquires or attempts
or intends to acquire shares in violation of Section 6.2 shall immediately give
written notice to the Corporation of such event and shall provide to the
Corporation such other information as the Corporation may request in order to
determine the effect, if any, of such Transfer or attempted or intended Transfer
on the Corporation's status as a REIT.

         6.5. Owners Required to Provide Information.  From the date of the
Merger and prior to the Restriction Termination Date:

                  (a) every shareholder of record of more than 5% (or such lower
percentage as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation shall, within 30 days after
December 31 of each year, give written notice to the Corporation stating the
name and address of such record shareholder, the number of shares Beneficially
Owned by it, and a description of how such shares are held; provided that a
shareholder of record who holds outstanding capital stock of the Corporation as
nominee for another person, which other person is required to include in gross
income the dividends received on such capital stock (an "Actual Owner"), shall
give written notice to the Corporation stating the name and address of such
Actual Owner and the number of shares of such Actual Owner with respect to which
the shareholder of record is nominee.

                  (b) every Actual Owner of more than 5% (or such lower
percentage as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation who is not a shareholder of record
of the Corporation, shall within 30 days after December 31 of each year, give
written notice to the Corporation stating the name and address of such Actual
Owner, the number of shares Beneficially Owned, and a description of how such
shares are held.

                  (c) each Person who is a Beneficial Owner of capital stock and
each Person (including a shareholder of record) who is holding capital stock for
a Beneficial Owner shall provide to the Corporation such information as the
Corporation may request, in good faith, in order to determine the Corporation's
status as a REIT.

         6.6. Remedies Not Limited. Subject to Section 6.12 of this Article VI,
nothing contained in this Article VI shall limit the authority of the Board of
Directors to take such other action as it deems necessary or advisable to
protect the Corporation and the interests of its shareholders in preserving the
Corporation's status as a REIT.

         6.7. Ambiguity. In the case of an ambiguity in the application of any
of the provisions of this Article VI, including any definition contained in
Section 6.1, the Board of Directors shall have the power to determine the
application of the provisions of this Article VI with respect to any situation
based on the facts known to it.

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         6.8. Exception. The Board of Directors may, upon receipt of either a
certified copy of a ruling from the Internal Revenue Service or an opinion of
counsel satisfactory to the Board of Directors, but shall in no case be required
to, exempt a Person (the "Exempted Holder") from the Ownership Limit if the
ruling or opinion concludes that no Person who is an individual as defined in
Section 542(a)(2) of the Code will, as the result of the ownership of shares by
the Exempted Holder, be considered to have Beneficial Ownership of an amount of
capital stock that will violate the Ownership Limit.

         6.9. Legend.  Each certificate for capital stock of the Corporation 
shall bear a legend referring to the restrictions set forth in this Article VI.

         6.10. Termination of REIT Status. The Corporation shall take no action
to terminate the Corporation's status as a REIT or to amend the provisions of
this Article VI until such time as (i) the Board of Directors adopts a
resolution recommending that the Corporation terminate its status as a REIT or
amend this Article VI, as the case may be, (ii) the Board of Directors presents
the resolution at an annual or special meeting of the shareholders and (iii)
such resolution is approved by holders of two-thirds of the issued and
outstanding shares of the capital stock entitled to vote thereon voting together
as a single class.

         6.11. Severability. If any provision of this Article VI or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

         6.12. AMEX Settlement. Nothing in this Article VI shall preclude
settlement of any transaction entered into through the facilities of the
American Stock Exchange.

                                   ARTICLE VII

                               BOARD OF DIRECTORS

         7.1. Function. The business and affairs of the Corporation shall be
managed by, or under the direction of, its Board of Directors. The Board of
Directors shall consist at all times of a majority of Independent Directors,
provided that upon a failure to comply with this requirement because of the
resignation, removal or death of an Independent Director, such requirement shall
not be applicable for a period of 60 days or such longer period as may
reasonably be needed to fill the vacancy with an Independent Director. An
"Independent Director" shall be a director who is not (i) an employee or officer
of the Corporation or a subsidiary or division thereof, (ii) a spouse, parent or
child of, or a relative living in the same household as, a principal executive
officer of the Corporation, or (iii) an individual member of an organization
acting as an advisor, consultant, legal counsel or acting in a similar capacity
that receives compensation on a continuing basis from the Corporation in
addition to director's fees.

         7.2. Number.  The number of directors that will constitute the entire 
Board of Directors shall be fixed by, or in the manner provided in, the Bylaws
but shall in no event be less than three nor more than fifteen.  The current 
number of directors is five, and the names of the directors who will serve until
the next annual meeting and until their successors are elected and qualify are: 
B. Mayo Boddie, Nicholas B. Boddie, Donald R. Pesta, Jr., William H. Stanley 
and Richard A. Urquhart, Jr.

         7.3. Vacancies. The shareholders may elect a successor to fill a
vacancy on the Board of Directors that results from the removal of a director.
Newly created directorships resulting from any increase in the number of
directors may be filled by a majority of the Board of Directors, or as otherwise
provided in the Bylaws, and any vacancies on the Board of Directors resulting
from any cause other than an increase in the number of directors may be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director, or as otherwise provided in the Bylaws.

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         7.4. Removal. Any director may be removed from office only for cause
and only by the affirmative vote of the holders of two-thirds of the shares of
capital stock of the Corporation outstanding and entitled to vote in the
election of directors voting together as a group. For purposes of this Section
7.4, "cause" shall mean the wilful and continuous failure of a director to
substantially perform such director's duties for the Corporation (other than any
such failure resulting from temporary incapacity due to physical or mental
illness) or the wilful engaging by a director in gross misconduct materially and
demonstrably injurious to the Corporation.

         7.5. Powers. The enumeration and definition of particular powers of the
Board of Directors included in the foregoing shall in no way be limited or
restricted by reference to or inference from the terms of any other clause of
this or any other Article of these Articles of Incorporation, or construed as or
deemed by inference or otherwise in any manner to exclude or limit the powers
conferred upon the Board of Directors under the Maryland Corporations and
Associations Article as now or hereafter in force.

                                  ARTICLE VIII

                                    LIABILITY

                  The liability of the directors and officers of the Corporation
to the Corporation and its shareholders for money damages is hereby limited to
the fullest extent permitted by Section 5-349 of the Courts and Judicial
Proceedings Article of the Annotated Code of Maryland (or its successor) as such
provisions may be amended from time to time. No amendment of these Articles of
Incorporation or repeal of any of its provisions shall limit or eliminate the
benefits provided to directors and officers under this provision with respect to
any act or omission that occurred prior to such amendment or repeal.

                                   ARTICLE IX

                                 INDEMNIFICATION

                  The Corporation shall indemnify directors, officers, agents
and employees as follows: (a) the Corporation shall indemnify its directors and
officers, whether serving the Corporation, any predecessor of the Corporation,
or at the Corporation's request any other entity, to the full extent required or
permitted by the Maryland Corporations and Associations Article now or hereafter
in force, including the advance of expenses under the procedures and to the full
extent permitted by law and (b) the Corporation shall indemnify other employees
and agents, whether serving the Corporation, any predecessor of the Corporation,
or at the Corporation's request any other entity, to such extent as shall be
authorized by the Board of Directors or the Corporation's Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled and
shall continue as to a person who has ceased to be a director, officer, agent or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Board of Directors may take such action as
is necessary to carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such Bylaws, resolutions
or contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law. No amendment of these Articles of
Incorporation of the Corporation shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.

                                    ARTICLE X

                               VOTING REQUIREMENTS

                  Notwithstanding any provision of the General Laws of the State
of Maryland requiring action to be taken or authorized by the affirmative vote
of the holders of a designated proportion greater than a majority of


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the shares of capital stock of the Corporation outstanding and entitled to vote
thereupon, such action shall, except as otherwise provided in these Articles of
Incorporation, be valid and effective if taken or authorized by the affirmative
vote of the holders of a majority of the total number of shares of capital stock
of the Corporation outstanding and entitled to vote thereupon voting together as
a single class.

                                   ARTICLE XI

                                    AMENDMENT

                  The Corporation reserves the right to amend, alter or repeal
any provision contained in these Articles of Incorporation in any manner
permitted by Maryland law, including any amendment changing the terms or
contract rights, as expressly set forth in its Charter, of any of its
outstanding stock by classification, reclassification or otherwise, upon the
vote of the holders of a majority of the shares of capital stock of the
Corporation outstanding and entitled to vote thereon voting together as a single
class; provided that any amendment to Article VI, Section 7.4 of Article VII or
to this Article XI must be adopted by the vote of the holders of two-thirds of
the shares of capital stock of the Corporation outstanding and entitled to vote
thereon voting together as a single class. All rights conferred upon
shareholders herein are subject to this reservation.


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