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                                                                     EXHIBIT 4.1

                              FTI CONSULTING, INC.

               ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED

     FTI CONSULTING, INC., a Maryland corporation having its principal office in
Anne Arundel County, Maryland, hereby certifies to the Maryland State Department
of Assessments and Taxation that:

     ARTICLE FIRST:  The name of the Corporation (which is hereinafter called
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the Corporation is:

                              FTI Consulting, Inc.

     ARTICLE SECOND:  The purposes for which the Corporation is formed and the
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business or object to be carried on and promoted by it are as follows:

     1.  To perform engineering investigations, scientific research, laboratory
         analyses and other technical consulting services;

     2.  To engage in any one or more businesses or transactions, or to acquire
         all or any portion of any entity engaged in any one or more businesses
         or transactions that the Board of Directors may from time to time
         authorize or approve, whether or not related to the business described
         elsewhere in this Article or to any other business at the time or
         theretofore engaged in by the Corporation;

     3.  To do anything permitted by Section 2-103 of the Corporations and
         Associations Article of the Annotated Code of Maryland, as amended from
         time to time; and

     4.  To engage in any other lawful purpose and business.

     ARTICLE THIRD:  The total number of shares of all classes of stock that the
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Corporation has authority to issue is 50,000,000 shares, having an aggregate par
value of $500,000, consisting of 45,000,000 shares of Common Stock (the "Common
Stock") with a par value of $.01 per share, and 5,000,000 shares of Preferred
Stock (the "Preferred Stock") with a par value of $.01 per share.

     ARTICLE FOURTH:  The present address of the principal office of the
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Corporation in this State is 2021 Research Drive, Annapolis, Maryland  21401.

     ARTICLE FIFTH:  The name and address of the resident agent of the
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Corporation in this State is Theodore I. Pincus, who is a resident of the State
of Maryland, whose address is 2021 Research Drive, Annapolis, Maryland  21401.
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     ARTICLE SIXTH:  The following is a description of each class of stock of
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the Corporation, including any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption:

     A.  Common Stock.

     1.  The Common Stock shall not be subject to classification or
         reclassification by the Board of Directors, and shall have the rights
         and terms hereinafter specified, subject to the terms of any other
         stock provided in the charter pursuant to classification or
         reclassification by the Board of Directors or otherwise in accordance
         with law.

     2.  Each share of Common Stock shall have one vote, and, except as
         otherwise provided in this charter or in any written agreement among
         the Corporation and the holders of one or more classes of the
         Corporation's stock, the exclusive voting power for all purposes shall
         be vested in the holders of the Common Stock, including, without
         limitation, the power to elect members of the Board of Directors.

     3.  Subject to the provisions of law and the preference of any Preferred
         Stock then outstanding, dividends may be declared and paid on each
         share of Common Stock of the Corporation at such time and in such
         amounts as the Board of Directors may deem advisable.

     4.  In the event of any liquidations, dissolution or winding up of the
         Corporation, whether voluntary or involuntary, the holders of the
         Common Stock shall be entitled, after payment or provisions for payment
         of the debts and other liabilities of the Corporation and the amount to
         which the holders of any Preferred Stock shall be entitled, to share
         ratably in the remaining net assets of the Corporation.

     5.  As long as any of the Common Stock shall be listed and quoted on the
         NASDAQ National Market System, the Board of Directors of the
         Corporation shall ensure, and shall have all powers necessary to
         ensure, that the membership of the Board of Directors shall at all
         times include such number of "Independent Directors" (as such term is
         defined in Part III, Section 6(c) of Schedule D to the By-Laws of the
         National Association of Securities Dealers, Inc. ("NASD"), as the same
         may be amended from time to time) as shall be required by the By-Laws
         of the NASD for the Common Shares to be eligible for listing and
         quotation of the NASDAQ National Market. In the event that the Common
         Stock shall cease to be listed and quoted on the NASDAQ National
         Market, and subsequently is listed and quoted on an exchange or other
         trading system, the Board of Directors of the Corporation shall ensure,
         and shall have all powers necessary to ensure, that the membership of
         the Board of Directors shall at all times be consistent with the
         applicable rules and regulations, if any, for

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         the Common Stock to be eligible for listing and quotation on such
         exchange or other trading system.

     B.  Preferred Stock.

     6.  The Board of Directors shall have authority to classify and reclassify
         any unissued shares of the Preferred Stock from time to time by setting
         or changing in any one or more respects the preferences, conversion or
         other rights, voting powers, restrictions, limitations as to dividends,
         qualifications, or terms or conditions of redemption of the Preferred
         Stock; provided, however, that the Board of Directors shall not
         classify or reclassify any such shares into shares of Common Stock, or
         into any class or series of stock (i) which is not prior to the Common
         Stock either as to dividends or upon liquidation and (ii) which is not
         limited in some respect either as to dividends or upon liquidation.
         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, authority to classify or reclassify any
         unissued shares of such stock into a class or classes of preferred
         stock, preference stock, special stock or other stock, and to divide
         and classify shares of any class into one or more series of such class,
         by determining, fixing or altering 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 remain
              part of the authorized Preferred Stock and be subject to
              classification or reclassification as provided in this Section.

         (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 Preferred Stock, and the status of
              any such dividends as cumulative, cumulative to a limited extent
              or noncumulative 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.

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         (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 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 Preferred 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 Section, 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, consistent with law and the Charter of the
              Corporation.

     7.  For the purposes hereof and of any articles supplementary to the
         Charter providing for the classification or reclassification of any
         shares of Preferred Stock or any other charter document of the
         Corporation (unless otherwise provided in any such articles or
         document), any class or series of stock of the Corporation shall be
         deemed to rank:

         (a)  prior to another class or series either as to dividends or upon
              liquidation, if the holders of such class or series shall be
              entitled to the receipt of dividends or of amounts distributable
              on liquidation, dissolution or winding up, as the case may be, in
              preference or priority to holders of such other class or series;

         (b)  on a parity with another class or series either as to dividends or
              upon liquidation, whether or not the dividend rates, dividend
              payment

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              dates, or redemption or liquidation prices per share thereof are
              different from those of such others, if the holders of such class
              or series of stock shall be entitled to receipt of dividends or
              amounts distributable upon liquidation, dissolution or winding up,
              as the case may be, in proportion to their respective dividend
              rates or redemption or liquidation prices, without preference or
              priority over the holders of such other class or series; and

         (c)  junior to another class or series either as to dividends or upon
              liquidation, if the rights of the holders of such class or series
              shall be subject or subordinate to the rights of the holders of
              such other class or series in respect of the receipt of dividends
              or the amounts distributable upon liquidation, dissolution, or
              winding up, as the case may be.

     8.  Notwithstanding anything in these Articles to the contrary, as long as
         any of the Common Shares shall be listed and quoted on the NASDAQ
         National Market System, no Preferred Stock may be issued pursuant to
         the provisions of this Article SIXTH that would violate the applicable
         Voting Rights Policy of the NASDAQ National Market System, as the same
         may be amended from time to time.

     ARTICLE SEVENTH:  The number of directors of the Corporation shall be seven
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(7), which number may be increased or decreased pursuant to the By-Laws of the
Corporation or the Charter of the Corporation, but shall never be less than the
minimum number permitted by the General Laws of the State of Maryland nor or
hereafter in force.  The Board of Directors shall be divided into three classes
with terms expiring in staggered years, with class one consisting of two
members, class two consisting of two members and class three consisting of three
members.  Upon expiration of each member's initial term as a director, the
number of directors equal to the number of the class whose term expires shall be
elected for a term of three years.  The current directors of the Corporation
are:

                         James A. Flick
                         Peter F. O'Malley
                         George P. Stamas
                         Dennis J. Shaughnessy
                         Daniel W. Luczak (chairman)
                         Joseph R. Reynolds, Jr.
                         Jack B. Dunn, IV

     ARTICLE EIGHTH:  The following provisions are hereby adopted for the
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purpose of defining, limiting, and regulating the powers of the Corporation and
of the directors and stockholders:

     1.  The Board of Directors is hereby empowered to authorize the issuance
         from time to time of shares of the Corporation's stock of any class,
         whether now or hereafter authorized, or securities convertible into
         shares of its stock of

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         any class or classes, whether now or hereafter authorized, for such
         consideration as may be deemed advisable by the Board of Directors and
         without any action by the stockholders, except as otherwise provided in
         this Charter.

     2.  No holder of any stock or any other securities of the Corporation,
         whether now or hereafter authorized, shall have any preemptive right to
         subscribe for or purchase any stock or any other securities of the
         Corporation other than such, if any, as the Board of Directors, in its
         sole discretion, may determine and at such price or prices and upon
         such other terms as the Board of Directors, in its sole discretion, may
         fix; and any stock or other securities that the Board of Directors may
         determine to offer for subscription may, as the Board of Directors in
         its sole discretion shall determine, be offered to the holders of any
         class, series or type of stock or other securities at the time
         outstanding to the exclusion of the holders of any or all other
         classes, series or types of stock or other securities at the time
         outstanding.

     3.  The Board of Directors of the Corporation shall, consistent with
         applicable law, have power in its sole discretion to determine from
         time to time in accordance with sound accounting practice or other
         reasonable valuation methods what constitutes annual or other net
         profits, earnings, surplus, or net assets in excess of capital; to fix
         and vary from time to time the amount to be reserved as working
         capital, or determine that retained earnings or surplus shall remain in
         the hands of the Corporation; to set apart out of any funds of the
         Corporation such reserve or reserves in such amount or amounts and for
         such proper purpose or purposes as it shall determine and to abolish
         any such reserve or any part thereof; to distribute and pay
         distributions or dividends in stock, cash or other securities or
         property, out of surplus or any other funds or amounts legally
         available therefor, at such times and to the stockholders of record on
         such dates as it may, from time to time, determine; and to determine
         whether and to what extent and at what times and places and under what
         conditions and regulations the books, accounts and documents of the
         Corporation, or any of them, shall be open to the inspection of
         stockholders. Except as otherwise provided by statute or by the By-
         Laws, or by written agreement among the Corporation and the holders of
         one or more classes of the Corporation's stock, no stockholder shall
         have any right to inspect any book, account or document of the
         Corporation unless authorized to do so by resolution of the Board of
         Directors.

     4.  Notwithstanding any provision of law requiring the authorization of any
         action by a greater proportion than a majority of the total number of
         shares of all classes of capital stock or of the total number of shares
         of any class of capital stock, such action shall be valid and effective
         if authorized by the affirmative vote of the holders of a majority of
         the total number of shares of all classes outstanding and entitled to
         vote thereon, except as otherwise provided in this Charter.


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     5.  The Corporation shall indemnify (a) its directors and officers, whether
         serving the Corporation or at its request any other entity, to the full
         extent required or permitted by the General Laws of the State of
         Maryland now or hereafter in force, including the advance of expenses
         under the procedures and to the full extent permitted by law, and (b)
         its other employees and agents to such extent as shall be authorized by
         the Board of Directors or in the Corporation's By-Laws and be permitted
         by law. The foregoing shall not be exclusive of any other rights to
         which those seeking indemnification may be entitled. The Board of
         Directors may take such actions as are necessary to carry out these
         indemnification provisions and is expressly empowered to adopt,
         approve, and amend from time to time such By-Laws, resolutions and
         contracts implementing such provisions or such further indemnification
         arrangements as maybe permitted by law. No amendment of the charter 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 appeal.

     6.  To the fullest extent permitted by Maryland statutory or decisional
         law, as amended or interpreted, no director or office of this
         Corporation shall be personally liable to the Corporation or its
         stockholders for money damages. No amendment of the Charter of the
         Corporation 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.

     7.  Except as set forth in the Charter or in a written agreement among the
         Corporation and the holders of one or more classes of the Corporation's
         stock, the Corporation reserves the right from time to time to make any
         amendments of its Charter which may now or hereafter be authorized by
         law, including any amendments changing the terms or contract rights, as
         expressly set forth in its Charter, or any of its outstanding stock by
         classification, reclassification or otherwise.

     8.  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 the Charter of the Corporation,
         or construed as or deemed by inference or otherwise in any manner to
         exclude or limit any powers conferred upon the Board of Directors under
         the General Laws of the State of Maryland now or hereafter in force.

     ARTICLE NINTH:  The duration of the Corporation shall be perpetual.
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