EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                             THE QUIGLEY CORPORATION
                                  (as amended)


The undersigned  natural  person(s),  of the age of 21 or more, acting to form a
corporation under Chapter of the Corporate Laws of the State of Nevada do hereby
state the following:


ARTICLE I.                 The  name of the  corporation  shall  be THE  QUIGLEY
                           CORPORATION.


ARTICLE II.                The address of the initial  registered  office of the
                           corporation  is 821 Riverside  Drive,  in the City of
                           Reno  County  of  Washoe.  The  name  of its  initial
                           Registered Agent at said address is Oliver Merservy.


ARTICLE III.               The purpose for which the  corporation  is  organized
                           shall  be:  To  engage  in any  activity  within  the
                           purposes  for which  Corporations  may be  organized,
                           including  the buying and  selling of real estate and
                           other  property,  borrow  or loan  money,  under  the
                           Business Corporation Act.


ARTICLE IV.                The  total  number  of  shares  of  stock  which  the
                           corporation  is  authorized  to have  outstanding  is
                           26,000,000  defined as follows:  25,000,000 Shares of
                           Common Stock,  $.001 par value,  1,000,000  Shares of
                           Preferred Stock (unclassified), $.01 par value.


ARTICLE V.                 The names and addresses of the persons who are to act
                           as incorporators are as follows:

                                NAMES                   ADDRESSES
                                -----                   ---------

                           Kimberly Andras         725 Market Street
                                                   Wilmington, DE 19801


ARTICLE VI.                The  number  of  directors  constituting  the initial
                           board of directors is 3, and the names and address of
                           the  persons  who will serve as  directors  until the
                           first annual meeting of  shareholders  or until their
                           successors are elected are:


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                                NAMES                   ADDRESSES
                                -----                   ---------

                           Guy Quigley             301 Dorset Ct.
                                                   Doylestown, PA 18901

                           Charles Phillips        Roaring Rocks Road
                                                   Erwinna, PA 18920

                           Eric Kaytes             15210 Wayside Road
                                                   Philadelphia, PA 19116


ARTICLE VII.               The duration of the corporation shall be perpetual.


We  (I),  the  undersigned,  being  all  the  incorporators  of the  corporation
identified  above,  declare that we have examined the foregoing this 31st day of
July, 1989 and do declare it to be true and correct.

                                    NAMES             ADDRESSES
                                    -----             ---------

                           /s/ Kimberly Andras     725 Market Street
                                                   Wilmington, DE 19801

                           State of Delaware       County of New Castle


THIS IS TO  CERTIFY  that on this  date  7-31-89  before  me, a  notary  public,
personally  appeared  Kimberly  Andras and whom I am  satisfied  are the persons
named as incorporators and executors of the foregoing Articles of Incorporation,
and who by their respective signatures in my presence have acknowledged the same
as their voluntary act.

IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official seal
on the date given above.

                                             /S/ REGINA CEPHAS
                                             ---------------------------
                                                   Notary Public


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