EXHIBIT 4.1




ARTICLES OF INCORPORATION



OF



ROWE FURNITURE CORPORATION


         FIRST:  The name of the corporation is ROWE
FURNITURE CORPORATION.


         SECOND:  Its principal office in the State of Nevada
is located at One East First Street, Reno, Washoe County, Nevada 89501. The name and address of its resident agent is
The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.


         THIRD:  The nature of the business, or objects or
purposes proposed to be transacted, promoted, or carried on are: To engage in any lawful activity.


         To engage in any lawful activity, and to manufacture,
purchase, or otherwise acquire, invest in, own, mortgage, pledge, sell, assign, transfer, or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise, and personal property of every class and description.


         To hold, purchase, and convey real and personal
estate, and to mortgage or lease any such real and personal estate with its franchises, and to take the same by devise or
bequest.


         To acquire and pay for in cash, stock, or bonds of this
corporation or otherwise, the goodwill, rights, assets, and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association, or corporation.







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         To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements and processes, copyrights, trade marks, and trade names, relating to or
useful in connection with any business of this corporation.


         To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of the shares of the capital stock of or any bonds, securities, or evidences of the
indebtedness created by any other corporation or corporations of this state, or any other state or government, and, while
owner of such stock, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers, and privileges of
ownership, including the right to vote, if any.


         To borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate rights, privileges, or franchises, or for any other
lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified
event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful objects.






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         To purchase, hold, sell, and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds; provided it shall not use its
funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its
capital; and provided further, that shares of its own capital stock belonging to it shall not be voted upon, directly or
indirectly, nor counted as outstanding, for the purpose of computing any stockholders' quorum or vote.


         To conduct business, have one or more offices, and
hold, purchase, mortgage, and convey real and personal property in this state, and in any of the several states, territories,
possessions, and dependencies of the United States, the District of Columbia, and in any foreign countries.


         To do all and everything necessary and proper for the
accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the
corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of
the corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.


         The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the
terms of any other clause in these Articles of Incorporation, but the objects and purposes specified in each of the
foregoing clauses of this article shall be regarded as independent objects and purposes.






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         FOURTH:  The amount of the total authorized capital
stock of the corporation shall be FIVE MILLION DOLLARS ($5,000,000) consisting of one (1) class of FIVE
MILLION (5,000,000) shares of common voting stock, par value $1.00 per share.


         No holder of any share of the common stock of this
corporation, whether now or hereafter authorized, shall have any preemptive or preferential right to subscribe to, purchase, or acquire any common stock, preferred stock, convertible stock, or any other security issued or to be issued by
this corporation, or to any rights, warranties, or options to purchase any thereof.


         FIFTH:  The governing board of this corporation shall
be known as directors, and the number of directors may from time to time be increased or decreased in such manner as
shall be provided by the By-Laws of this corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either
one or two stockholders, the number of directors may be less than three (3) but not less than the number of stockholders.


         The name and post office address of the first board of
directors, which shall be nine (9) in number, is as follows:






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		G. M. Birnbach	7831 Hampden Lane
			Bethesda, Maryland 20014


	
		D. E. Dye, Jr.	5083 Crossbow Circle
			Roanoke, Virginia 24014


	
		R. V. Mathison, Sr.	44 Raynard Cove Road
			Hilton Head, South Carolina 29928


	
		H. I. Ptashek	12620 Orchard Brook Terrace
			Potomac, Maryland 20854


	
		C. T. Rosen	P. 0. Box 6
			Rancho Sante Fe, California 92067


	
		K. J. Rowe	6960 Sugar Rum Ridge
			Roanoke, Virginia 24018


	
		S. J. Silver	1735 Eye Street
			Washington, D.C. 20006


	
		J. Skarbek	3236 Pasley Avenue, S.W.
			Roanoke, Virginia 24015


	
		G. O. Woodlief	1101 Brogan Lane
			Salem, Virginia 24153



         SIXTH:  The capital stock, after the amount of the subscription price or par value has been paid in, shall not
be subject to assessment to pay the debts of the corporation.


         SEVENTH:  The name and post office address of each of the incorporators signing the Articles of
Incorporation are as follows:


		NAME	POST OFFICE ADDRESS


	
		Norma Velasquez	1030 - 15th Street, N.W.
			Washington, D.C.  20005


	
		Richard T. Rizzi	1030 - 15th Street, N.W.
			Washington, D.C.  20005



         EIGHTH: The corporation is to have perpetual
existence.


         NINTH: In furtherance and not in limitation of the
powers conferred by statute, the board of directors is expressly authorized:






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         Subject to the By-Laws, if any, adopted by the stockholders, to make, alter, or amend the By-Laws of the corporation; By-Laws made by the Board of Directors may be
repealed or changed, and new By-Laws made by the stockholders, and the stockholders may prescribe that any By-Law
made by them shall not be altered, amended, or repealed by the directors.


         Subject to and in accordance with the By-Laws, to
designate one or more committees to exercise the powers of the board of directors.


         TENTH: Meetings of stockholders may be held
outside the State of Nevada, if the By-Laws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada 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.


         WE, THE UNDERSIGNED, being each of the
incorporators hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts
herein stated are true, and accordingly have hereunto set our hands this 22nd day of March, 1985.


			/s/ Norma Velasquez


Norma Velasquez


			
			/s/ Richard T. Rizzi

Richard T. Rizzi







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District of Columbia        )    ss:

         On this 22nd day of March, 1985, before me, a Notary
Public, personally appeared Richard T. Rizzi and Norma Velasquez, who severally acknowledged that they executed
the above instrument.


			/s/ Pauline L. Farrell


Notary Public Pauline L. Farrell



My commission expires: 1/1/89.





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CERTIFICATE OF OWNERSHIP AND MERGER


         Rowe Furniture Corporation (a Nevada corporation), is
currently a wholly-owned subsidiary of Rowe Furniture Corporation (a Virginia corporation). The Boards of Directors
and Shareholders of the respective corporations have taken such action as is required under applicable state law to
merge Rowe Furniture Corporation (a Virginia corporation) into Rowe Furniture Corporation (a Nevada corporation).
The provisions of Nev. Rev. Stat. Section 78.486 having been satisfied, this certification of ownership and merger is
submitted pursuant to the provisions of Nev. Rev. Stat. Section 78.486.


CERTIFICATION:


         The undersigned, President and Secretary, of Rowe
Furniture Corporation (a Virginia corporation), hereby certify that:


		(i)  said corporation owns at least 90% of the outstanding shares of each class of the stock of Rowe
Furniture Corporation (a Nevada corporation);


		(ii) the subject merger calls for the merging of Rowe Furniture Corporation (a Virginia corporation), into
Rowe Furniture Corporation (a Nevada corporation);


		(iii) that the following resolution of the Board of Directors of Rowe Furniture Corporation (a Virginia
corporation), was duly adopted on May 30, 1985:










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		RESOLVED, that pursuant to the plan of reorganization adopted by the Board of Directors of Rowe
Furniture Corporation (Virginia) on December 6, 1984, notice of which was mailed on or about March 4,
1985, to each shareholder entitled to vote at his or her address as it appears on the records of this
Corporation and approved on April 2, 1985 by more than 2/3 of all outstanding shares of the Companys
common stock entitled to vote, Rowe Furniture Corporation (Virginia) (as the "merging corporation"),
be and hereby is authorized to merge into Rowe Furniture Corporation (Nevada) (as the "surviving
corporation), a wholly owned subsidiary of this Corporation, the terms and conditions of which are set
forth in the Plan and Agreement of Merger annexed hereto and incorporated herein by reference; and it
was


		FURTHER RESOLVED, that the officers of this Corporation are hereby authorized and directed to
execute such documents and to take such action as may be necessary or appropriate to effectuate the
foregoing resolution.


		(iv) the surviving corporation shall be Rowe Furniture Corporation (a Nevada corporation);


		(v) the parent corporation owns all of the outstanding stock of the only other corporation which is a party
to this merger; and


		(vi) the proposed merger has been approved by the holders of the majority of the stock of the parent
corporation at a meeting of its stockholders called and held after twenty (20) days notice of the purpose
of the meeting mailed to each of its stockholders at his or her address as it appears on the records of such
corporation.





			ROWE VIRGINIA CORPORATION
			(a Virginia corporation)


	
	
		By:	/s/ G.M. Birnbach

G. M. Birnbach, President


			
			
		By:	/s/ D. E. Dye, Jr.

D. E. Dye, Jr., Secretary
	







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	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         I, Marlene A. Negri, a Notary Public in and for the
aforementioned Commonwealth, do certify that G. M. Birnbach, President of Rowe Furniture Corporation (Virginia),
personally known to me as the person who executed the foregoing Certificate, bearing date of the 30th day of May,
1985, personally appeared before me in said Commonwealth and acknowledged said instrument to be his act and deed
on behalf of Rowe Furniture Corporation (Virginia), and that he executed said Certificate in his capacity as President.


         Witness my hand and official seal this 30th day of
May, 1985.


			/s/ Marlene A. Negri


Notary Public



[Seal]

	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         I, Marlene A. Negri, a Notary Public in and for the aforementioned Commonwealth, do certify that D. E. Dye,
Jr., Secretary of Rowe Furniture Corporation (Virginia), personally known to me as the person who executed the
foregoing Certificate, bearing date of the 30th day of May, 1985, personally appeared before me in said Commonwealth
and acknowledged said instrument to be his act and deed on behalf of Rowe Furniture Corporation (Virginia), and that
he executed said Certificate in his capacity as Secretary.


         Witness my hand and official seal this 30th day of
May, 1985.


			/s/ Marlene A. Negri

Notary Public



[Seal]



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THE PLAN AND AGREEMENT OF MERGER


This Plan and Agreement of Merger is made and entered into as of this 30th day of May 1985, by and between Rowe
Furniture Corporation, a corporation duly organized and validly existing under the laws of the Commonwealth of
Virginia (hereinafter called "the merging corporation"), and Rowe Furniture Corporation, a corporation duly organized
and validly existing under the laws of the State of Nevada as a wholly owned subsidiary of the merging corporation
(hereinafter called "the surviving corporation"). Said corporations shall hereinafter sometimes be collectively referred
to as "the constituent corporations".



WITNESSETH:


WHEREAS, the surviving corporation was organized as a wholly owned subsidiary of the merging corporation for the
sole purpose of reincorporating the merging corporation in the State of Nevada pursuant to this Plan and Agreement of
Merger; and


WHEREAS, the authorized capital stock of the merging corporation is 5,000,000 shares of common stock, par value $1.00
per share of which 2,477,066 shares are issued and outstanding; and


WHEREAS, the authorized capital stock of the surviving corporation is 5,000,000 shares of common stock, par value
$1.00 per share, of which 100 shares are issued and outstanding; and


WHEREAS, the Boards of Directors of the constituent corporations deem it advisable for the general welfare and
advantage of the constituent corporations that the merging corporation be merged into the surviving corporation under
the terms and conditions set forth hereinbelow and pursuant to the laws of the Commonwealth of Virginia and the State
of Nevada;


NOW. THEREFORE, the following Plan and Agreement of Merger is submitted:



ARTICLE I



Merger


The merging corporation shall be merged into the surviving corporation as of the effective date of the merger, and the
surviving corporation shall continue its corporate existence following the merger. The separate existence of the merging
corporation shall cease at the effective time of the merger, except insofar as it may be continued by law or in order to
carry out the purposes of this Plan and Agreement of Merger and except as continued in the surviving corporation.



ARTICLE II



Effective Date of the Merger


The effective date of the merger shall be the latter of (a) the date on which the Certificate of Merger is issued by the
State Corporation Commission of the State of Virginia or (b) the date on which this fully executed Plan and Agreement
of Merger is accepted for filing by the Secretary of State of Nevada.







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ARTICLE III



Governing Law; Articles of Incorporation


The laws which are to govern the surviving corporation following the merger are the laws of the State of Nevada. The
Articles of Incorporation of the surviving corporation, which are attached hereto as Exhibit I and incorporated herein by reference, shall remain in effect as of the effective date of the merger and
until the same shall be amended in accordance with the laws of the State of Nevada. Said Articles of Incorporation of the
surviving corporation are substantially identical to the existing Articles of Incorporation of the merging corporation.



ARTICLE IV



By-Laws


The By-Laws of the surviving corporation, which are attached hereto as Exhibit I and incorporated herein by reference,
shall remain in effect as of the effective date of the merger and until the same shall be amended in accordance with the
laws of the State of Nevada. Said By-Laws of the surviving corporation are substantially identical to the existing By-Laws of the merging corporation.



ARTICLE V



Directors and Officers


The members of the Board of Directors and the officers of the surviving corporation immediately after the effective date
of the merger shall be those persons who were the members of the Board of Directors and the officers, respectively, of
the merging corporation immediately prior to the effective date of the merger, and such persons shall serve in such
offices, respectively, for the terms provided by law or in the By-Laws, or until their respective successors are elected and
qualified.



ARTICLE VI



Effect of the Merger


On the effective date of the merger, the surviving corporation shall succeed to, without other transfer, and shall possess
and enjoy, all the rights, privileges, immunities, and powers both of a public and a private nature, and be subject to all
the restrictions, disabilities and duties of each of the constituent corporations, and all property, real, personal and mixed,
and all debts due to either of said constituent corporations on whatever account, for stock subscriptions as well as for all
other things in action or belonging to each of said corporations, shall be vested in the surviving corporation, and the title to any real estate vested by deed or otherwise in either of said constituent corporations shall become the property of the
surviving corporation and shall not revert or be in any way impaired by reason of the merger; provided, however, that all
rights of creditors and all liens upon any property of either of said constituent corporations shall be preserved
unimpaired, as of the effective date of the merger, and all debts, liabilities and duties of said constituent corporations,
respectively, shall thenceforth attach to the surviving corporation and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by the surviving corporation.



ARTICLE VII



Method of Conversion


The method of carrying into effect the merger provided in this Plan and Agreement of Merger, and the manner and basis
of converting the shares of the merging corporation into the shares of the surviving corporation are as follows:






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(1) Each full share of the common stock of the merging corporation, exclusive of shares held in the treasury of the
merging corporation, shall be converted into and become one (1) full share of the common stock of the surviving
corporation; and each fractional share of common stock of the merging corporation, exclusive of fractional shares held
in the treasury of the merging corporation, shall be converted into and become an equivalent fractional share of common
stock of the surviving corporation; and


(2) Each full or fractional share of common stock of the merging corporation held in its treasury shall be cancelled and
extinguished, and all rights with respect thereto shall cease and determine.


(3)         The initially issued one hundred (100) shares of
common stock of the surviving corporation shall be deemed to be automatically redeemed and shall be cancelled.



ARTICLE VIII



Employee Benefit Plans


The terms of all employee benefit plans of the merging corporation will not be changed or affected by the merger,
although the coverage of such plans may be expanded to include employees of the surviving corporation. The surviving
corporation will succeed to all of the rights, privileges, obligations, and liabilities of the merging corporation existing by
virtue of such plans immediately prior to the merger. The options and rights to acquire shares of the common stock of
the merging corporation under its stock option plans which are outstanding at the time of the merger will be converted
into options or rights to purchase the same number of shares of the surviving corporation's common stock on the same
terms and conditions in effect immediately prior to the merger. Future options and rights granted under such plans will
be for shares of the surviving corporation's common stock.



ARTICLE IX



Rights of Shareholders


After the effective date of the merger, each holder of a certificate or certificates which theretofore represented shares of
common stock of the merging corporation shall cease to have any rights as a shareholder of the merging corporation,
except such as are expressly reserved to such shareholders by statute, and each outstanding certificate theretofore
representing fully paid and non-assessable shares of the common stock of the merging corporation shall for all purposes
represent an equal number of fully paid and non-assessable shares of the common stock of the surviving corporation.
After the effective date of the merger, any holder of a certificate or certificates which theretofore represented shares of
the common stock of the merging corporation may, but shall not be required to, surrender the same to the Transfer Agent
of the surviving corporation, The Riggs National Bank, P.O. Box 2651, Washington, D.C. 20013, and shall thereupon
be entitled to receive in exchange therefor a certificate or certificates representing the number of fully paid and non-assessable shares of the common stock of the surviving corporation into which the fully paid and non-assessable shares
of common stock of the merging corporation theretofore represented by such certificate or certificates shall have been
converted.



ARTICLE X



Accounting Matters


The assets and liabilities of the constituent corporations as of the effective date of the merger shall be taken up on the
books of the surviving corporation at the amounts at which they shall be carried at that time on the books of the
respective constituent corporations. The amount of capital of the surviving corporation after the merger shall be equal to
the capital of the merging corporation immediately before the merger.






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ARTICLE XI



Abandonment


This Plan and Agreement of Merger may be abandoned by the merging corporation, acting by its Board of Directors, at
any time prior to the issuance of a Certificate of Merger by the State Corporation Commission of Virginia and upon
notice to such Commission. In the event of abandonment of this Plan and Agreement of Merger, notice thereof shall be
given by the Board of Directors of the merging corporation so terminating to the surviving corporation, and thereupon,
this Plan and Agreement of Merger shall become wholly void and of no effect, and there shall be no further liability or
obligation hereunder on the part of either of the constituent corporations or of its Board of Directors or shareholders.
Upon abandonment, the surviving corporation will be dissolved and terminated.



ARTICLE XII



Approval by Shareholders; and

Expenses and Rights of Dissenting Shareholders


This Plan and Agreement of Merger is subject to approval by the affirmative vote of more than two-thirds (2/3) of the
issued and outstanding shares of common stock of the merging corporation.  If approval is secured by the shareholders
of the merging corporation as provided herein, then the Board of Directors of the merging corporation, in its capacity as
the sole shareholder of the surviving corporation, shall forthwith approve this Plan and Agreement of Merger in its
shareholder capacity.  Any shareholder of record of any shares of the merging corporation is entitled to dissent and
demand the fair value (excluding any appreciation or depreciation solely in anticipation of the proposed corporate
action) of his shares from the surviving corporation. The exercise of the shareholders right to dissent and to receive the
fair value of his shares of stock in the merging corporation is subject to the conditions and contingencies set forth in
Title 13.1-75 of the Code of Virginia (1950), as amended. The merging corporation shall give all appropriate notices to
shareholders pursuant to Title 13.1-75 of the Code of Virginia (1950), as amended, setting forth the rights of the
shareholders to object to the transaction and exercise their right to receive the fair value of their shares of common stock
of the merging corporation. Such notices shall also set forth the contingencies contained in Title 13.1-75 of the Code of
Virginia (1950). as amended, relating to the requirements which must be undertaken by shareholders to exercise their
right of dissent and right to receive the fair value of their shares of common stock of the merging corporation. The
surviving corporation shall pay all expenses of carrying this plan of merger into effect and of accomplishing the merger,
including amounts, if any, to which dissenting shareholders of the merging corporation may be entitled to receive by
reason of the merger. If the Plan and Agreement of Merger is not approved by more than two-thirds (2/3) of the issued
and outstanding shares of the common stock of the merging corporation, then, in that event, the surviving corporation
will be dissolved and terminated.



ARTICLE XIII



Service of Process on Surviving Corporation


The surviving corporation agrees that it may be served with process in the Commonwealth of Virginia in any proceeding
for enforcement of any obligation of the merging corporation, as well as for the enforcement of any obligation of the
surviving corporation, arising from the merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the provisions of Title 13.1-75 of the Code of Virginia
(1950), as amended, and hereby irrevocably appoints the Clerk of the Virginia State Corporation Commission as its
agent to accept service of process in any suit or other proceeding. Copies of such process shall be mailed to Rowe
Furniture Corporation, 239 Rowan Street, Salem, Virginia 24153, until further notice.






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ARTICLE XIV



Business Activity of Surviving Corporation


Pending the merger, the surviving corporation shall not engage in any business activity.


IN WITNESS WHEREOF, the merging corporation and the surviving corporation, with the intent to be legally bound
thereby have caused this Plan and Agreement of Merger to be executed by their duly authorized officers as of the date
first above written, each under the authority of their respective Board of Directors.


		ROWE FURNITURE CORPORATION
			


		By	/s/ G. M. Birnbach


G. M. Birnbach, President


			
		By	/s/ D. E.  Dye, Jr.


D.E. Dye, Jr., Secretary


			
		ROWE FURNITURE CORPORATION (NEVADA)
			


		By	/s/ G. M. Birnbach


G. M. Birnbach, President


			
		By	/s/ D. E.  Dye, Jr.



			D.E. Dye, Jr., Secretary









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CERTIFICATE OF REDUCTION IN CAPITAL



Rowe Furniture Corporation (Nevada)


         The undersigned hereby certify that the following
Resolution was adopted by the Board of Directors of Rowe Furniture Corporation (a Nevada Corporation) on May 30,
1985 and that the reduction of capital was made without the requirement of any vote or consent of stockholders pursuant
to Nev. Rev. Stat. §§ 78.415 and 78.420.


		RESOLVED, that the capital of this Corporation be reduced by the stated sum of $100.00 to reflect
the automatic redemption and cancellation of the initial one-hundred (100) shares issued to Rowe
Furniture Corporation (Virginia) [pursuant to terms of a Plan and Agreement of Merger between this
Corporation and Rowe Furniture Corporation (Virginia)].



Date:  May 30, 1985


			/s/ G.M. Birnbach


G. M. Birnbach, President


			
			/s/ D. E. Dye, Jr.


D. E. Dye, Jr., Secretary



	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         I, Marlene A. Negri, a Notary Public in and for the
aforementioned Commonwealth, do certify that G. M. Birnbach, President of Rowe Furniture Corporation (Nevada),
personally known to me as the person who executed the foregoing Certificate, bearing date of the 30th day of May,
1985, personally appeared before me in said Commonwealth and acknowledged said instrument to be his act and deed
on behalf of Rowe Furniture Corporation (Nevada), and that he executed said Certificate in his capacity as President.


         Witness my hand and official seal this 30th day of
May, 1985.


			/s/ Marlene A. Negri


Notary Public



[Seal]






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	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         I, Marlene A. Negri, a Notary Public in and for the aforementioned Commonwealth, do certify that D. E. Dye,
Jr., Secretary of Rowe Furniture Corporation (Nevada), personally known to me as the person who executed the
foregoing Certificate, bearing date of the 30th day of May, 1985, personally appeared before me in said Commonwealth
and acknowledged said instrument to be his act and deed on behalf of Rowe Furniture Corporation (Nevada), and that he
executed said Certificate in his capacity as Secretary.


         Witness my hand and official seal this 30th day of
May, 1985.


			/s/ Marlene A. Negri


Notary Public



[Seal]





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CERTIFICATE OF REDUCTION IN CAPITAL



Rowe Furniture Corporation


         The undersigned hereby certify that the following
Resolution was adopted by the Board of Directors of Rowe Furniture Corporation on August 1, 1985 and that the
reduction of capital was made without the requirement of any vote or consent of stockholders pursuant to Nev. Rev. Stat,
§§ 78.415 and 78.420.


		RESOLVED, that the capital of this Corporation be reduced by the stated sum of $5.00 to reflect the
purchase and cancellation of five (5) shares of the Corporation's common stock acquired from Joseph
Monette and Teresa Monette, as joint tenants, certificate number B27512, presently owned by the
Corporation and held as treasury stock.



Date: August 1, 1985


			/s/ G.M. Birnbach


G. M. Birnbach, President


			
			/s/ D. E. Dye, Jr.


D. E. Dye, Jr., Secretary




	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         I, Susan Smith, a Notary Public in and for the aforementioned Commonwealth, do hereby certify that G. M. Birnbach, President of Rowe Furniture Corporation,
personally known to me as the person who executed the foregoing Certificate, bearing date of the 1st day of August,
1985, personally appeared before me in said Commonwealth and acknowledged said instrument to be his act and deed on behalf of Rowe Furniture Corporation, and that he executed said Certificate in his capacity as President.


         Witness my hand and official seal this 1st day of
August, 1985.


			/s/ Susan Smith


Notary Public



[Seal]






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         I, Susan Smith, a Notary Public in and for the
aforementioned Commonwealth, do certify that D. E. Dye, Jr., Secretary of Rowe Furniture Corporation, personally
known to me as the person who executed the foregoing Certificate, bearing date of the lst day of August, 1985,
personally appeared before me in said Commonwealth and acknowledged said instrument to be his act and deed on
behalf of Rowe Furniture Corporation, and that he executed said Certificate in his capacity as Secretary.


         Witness my hand and official seal this 1st day of
August, 1985.


			/s/ Susan Smith


Notary Public



[Seal]





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CERTIFICATE OF AMENDMENT


TO THE


ARTICLES OF INCORPORATION OF


ROWE FURNITURE CORPORATION


         ROWE FURNITURE CORPORATION, a
corporation organized and existing under and by virtue of the laws of the State of Nevada (hereinafter called the
"Corporation"), hereby certifies to the Secretary of State of Nevada that:


         FIRST:  The Articles of Incorporation of the
Corporation are hereby amended by eliminating Article FIFTH of the Articles of Incorporation and substituting in lieu
thereof the following:


		         FIFTH: The governing board of this
corporation shall be known as directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation, provided that the number
of directors shall not be reduced to less than three (3), except that in cases where all the shares of the
corporation are owned beneficially and of record by either one or two stockholders, the number of directors
may be less than three (3) but not less than the number of stockholders.


		         The Board of Directors shall be divided
into three classes, as nearly equal in number as possible, with the term of office of one class expiring each
year. At the 1986 annual meeting of stockholders, directors of the first class shall be elected to hold office
for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall
be elected to hold office for a term expiring at the third succeeding annual meeting. At each annual meeting
of stockholders following such initial classification and election, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election.



         SECOND:  The Articles of Incorporation of the
Corporation are hereby amended by eliminating Article NINTH of the Articles of Incorporation and substituting in lieu
thereof the following:


		         NINTH: The power to make, alter, or
repeal the Bylaws, and to adopt any new Bylaw, shall be vested in the Board of Directors and, to the extent
described below, the corporation's stockholders. Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the corporation to the contrary, the stockholders of the corporation may alter,
amend, repeal or adopt Bylaws of the corporation only by the affirmative vote of the holders of seventy-five
percent (75%) or more of the outstanding shares of capital stock entitled to vote for the election of directors.








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         THIRD:  The Articles of Incorporation of the
Corporation are hereby amended by the addition of a new Article ELEVENTH as follows:


		         ELEVENTH:  Business Combinations


		         Paragraph 1.  Rights of Stockholders





	
		         The affirmative vote of the holders of 75
percent or more of the outstanding Voting Shares, voting separately as a single class, shall be required for
the approval or authorization of any Business Combination, provided, however, that the 75 percent voting
requirement shall not be applicable and such Business Combination shall be approved by the vote required
by law or by any other provision of the Articles if either:





		(1)         The Business Combination is
approved by the Board of Directors of the corporation by the affirmative vote of at least 75 percent
of the Continuing Directors, or


		(2)         All of the following conditions
are satisfied:





		         (a)         The aggregate
amount of the cash and the fair market value (as determined by 75 percent of the
Continuing Directors) of the property, securities or other consideration to be received per
share for capital stock of the corporation in the Business Combination by the holders of
any class or series of capital stock of the corporation, other than the Related Person
involved in the Business Combination, shall not be less than the highest of (i) the highest
per share price (including brokerage commissions, soliciting dealers' fees and dealer-management compensation, and with appropriate adjustments for recapitalizations, stock
splits, stock dividends and like transactions and distributions) paid by such Related Person
in acquiring any of its holdings of such class or series of capital stock, (ii) the highest per
share Market Value of such class or series of capital stock within the twelve-month period
immediately preceding the date the proposal for such Business Combination was first
publicly announced or (iii) the book value per share of such class or series of capital stock,
determined in accordance with generally accepted accounting principles, as of the last day
of the month immediately preceding the date the proposal for such Business Combination
was first publicly announced; and









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		         (b)         The consideration to be received in such
Business Combination by holders of any class or series of capital stock other than the
Related Person involved shall, except to the extent that a stockholder agrees otherwise as
to all or part of the shares which he or she owns, be in the same form and of the same kind
as the consideration paid by the Related Person in acquiring shares of such class or series
of capital stock already owned by it, provided, however, if the Related Person has paid for
shares of such class or series of capital stock with varying forms of consideration, the form
of consideration for shares of capital stock acquired in the Business Combination by the
Related Person shall be either cash or the form used to acquire the largest number of
shares of such class or series of capital stock previously acquired by it; and


		         (c)         A proxy statement responsive to the
requirements of the Securities Exchange Act of 1934 and regulations promulgated
thereunder, whether or not the corporation is then subject to such requirements, shall be
mailed to the stockholders of the corporation for the purpose of soliciting stockholder
approval of such Business Combination and shall contain in a prominent place at the front
thereof (i) any recommendations as to the advisability (or inadvisability) of the Business
Combination which the Continuing Directors may choose to state, and (ii) the opinion of a
reputable investment banking firm selected by the Continuing Directors as to the fairness
of the terms of such Business Combination, from a financial point of view, to the public
stockholders (other than the Related Person) of the corporation.





		         Paragraph 2.  Definitions and Terms





		         (1)         Definitions With Respect to Article Eleventh



         For purposes of this Article Eleventh, the
following terms shall be defined as follows:




		         (a)         The term "Business Combination" shall mean (1) any merger
or consolidation of the corporation or a Subsidiary with a Related Person, (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition, in a single transaction or series of related
transactions, other than in the ordinary course of business (as determined by 75 percent of the
Continuing Directors) to or with a Related Person of any assets of the corporation or a Subsidiary
having an aggregate fair market value (as determined by 75 percent of the Continuing Directors) of
$1,000,000 or more, (iii) the issuance or transfer by the corporation of any shares of Voting Stock
or securities convertible into such shares (other than by way of pro rata distribution to all
stockholders) to a Related Person, (iv) any recapitalization, merger or consolidation that would
have the effect of increasing the voting power of a Related Person, (v) the adoption of any plan or
proposal for the liquidation or dissolution of the corporation or a Subsidiary proposed, directly or
indirectly, by or on behalf of a Related Person, (vi) any merger or consolidation of the corporation
with another Person proposed, directly or indirectly, by or on behalf of a Related Person unless the
entity surviving or resulting from such merger or consolidation has a provision in its certificate or
articles of incorporation, bylaws or similar governing instrument, which is substantially identical to
this Article Eleventh, and (vii) any agreement, contract or other arrangement or understanding
providing, directly or indirectly, for any of the transactions described in this Paragraph 2(1) (a).









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		         (b)         The term "Related Person" shall mean any individual,
partnership, corporation, trust or other Person which, together with its "affiliates" and "associates"
as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as in effect on January 1, 1986, and together with any
other individual, partnership, corporation, trust or other Person with which it or they have any
agreement, contract or other arrangement or understanding with respect to acquiring, holding,
voting or disposing of Voting Shares beneficially owns (within the meaning of Rule 13d-3 under
the Exchange Act as in effect on said date) an aggregate of ten percent or more of the outstanding
Voting Shares of the corporation. A Related Person, its affiliates and associates and all such other
individuals, partnerships, corporations and other Persons with whom it or they have any such
arrangement, contract or other arrangement or understanding shall be deemed a single Related
Person for purposes of this Article Eleventh. A person who is a Related Person as of either (a) the
time any definitive agreement relating to a Business Combination is entered into, or (b) the record
date for the determination of stockholders entitled to notice of and to vote on a Business
Combination, or (c) immediately prior to the consummation of a Business Combination shall be
deemed a Related Person for purposes of this Article Eleventh.


		         (c)         The term "Continuing Director" shall mean any member of the
Board of Directors of the corporation who is unaffiliated with the Related Person and was a
member of the Board of Directors prior to the time that the Related Person became a Related
Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and
is recommended to succeed a Continuing Director by a majority of the Continuing Directors.


		         (d)         The term "Person" shall have
the same meaning as defined by Section 3(a) (9) of the Securities Exchange Act of 1934 as in effect
on January 1, 1986.


		         (e)         The term "Subsidiary" shall mean any association, corporation or
other entity of which the Person in question owns, directly or indirectly, not less than 50 percent of
any class of equity securities.









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		         (f)         The term "Voting Shares"
shall mean any shares of the corporation entitled to vote generally in the election of directors.


		         (g)         The term "Entire Board of
Directors" shall mean the total number of directors which the corporation would have if there were
no vacancies.


		         (h)         The term "Market Value"
shall mean the average of the high and low quoted sales price on the date in question (or, if there is
no reported sale on such date, on the last preceding date on which any reported sale occurred) of a
share on the Composite Tape for the New York Stock Exchange-Listed Stocks, or, if the shares are
not listed or admitted to trading on such Exchange, on the principal United States securities
exchange registered under the Exchange Act on which the shares are listed or admitted to trading,
or, if the shares are not listed or admitted to trading on any such exchange, the mean between the
closing high bid and low asked quotations with respect to a share on such date on the National
Association of Securities Dealers, Inc., Automated Quotations System, or any similar system then
in use, or, if no such quotations are available, the fair market value on such date of a share as 75
percent of the Continuing Directors shall determine.





		         (2)         Certain Determinations





		         (a)         A Related Person shall be
deemed for purposes of this Article Eleventh to have acquired a share of the corporation at the time
when such Related Person became the beneficial owner thereof.  With respect to shares owned by
affiliates, associates or other Persons whose ownership is attributed to a Related Person under the
foregoing definition of Related Person, if the price paid by such Related Person for shares is not
determinable, the price so paid shall be deemed to be the higher of (i) the price paid upon
acquisition thereof by the affiliate, associate or other Person or (ii) the Market Value of the shares
in question at the time when the Related Person became the beneficial owner thereof.





		         (b)         For purposes of Paragraph 1(2) (a) of this Article Eleventh, in
the event of a Business Combination upon consummation of which the corporation would be the
surviving entity or would continue to exist (unless it is provided, contemplated or intended that as
part of such Business Combination a plan of liquidation or dissolution of the corporation will be
effected), the term "other consideration to be received" shall include (without limitation) common
stock or other capital stock of the corporation (other than Related Persons who are parties to such
Business Combination).









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		         (3)         Fiduciary Obligations





		         Nothing contained in this Article Eleventh
shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.





		         Paragraph 3. Amendment and Repeal





	
		         Notwithstanding any other provision of
these Articles or the bylaws of the corporation (and notwithstanding the fact that a lesser percentage may be
permitted by law) any amendment, addition, alteration, change or repeal of this Article Eleventh, or any
other amendment of these Articles or Bylaws of the corporation inconsistent with or modifying or permitting
circumvention of this Article Eleventh, must first be proposed by the board of directors of the corporation,
upon the affirmative vote of at least two-thirds of the directors then in office at a duly constituted meeting of
the Board of Directors called expressly for such purpose, and thereafter approved by the affirmative vote of
the holders of at least 75 percent of the then outstanding Voting Shares of the corporation, voting as a single
class; provided, however, that this Paragraph 3 shall not apply to, and such 75 percent vote shall not be
required for, any such amendment, addition, alteration, change or repeal recommended to the stockholders
of the corporation by the affirmative vote of not less than 75 percent of the Continuing Directors.  For the
purposes of this Paragraph 3 only, if at the time when any such amendment, addition, alteration, change or
repeal is under consideration there is no proposed Business Combination, the term "Continuing Directors"
shall be deemed to mean the Entire Board of Directors.



         FOURTH: The Articles of Incorporation of the
Corporation are hereby amended by the addition of a new Article TWELFTH as follows:


		         TWELFTH:  Subject to any limitation
imposed by law, any of the provisions of these Articles of Incorporation may be amended, altered or
repealed by the vote of holders of seventy-five percent (75%) or more of the outstanding shares of capital
stock entitled to vote for the election of directors.


		         Notwithstanding any other provision of
these Articles and Bylaws of the corporation (and notwithstanding the fact that a lesser percentage may be
permitted by law) any amendment, addition, alteration, change or repeal of this Article Twelfth, or any other
amendment of these Articles or the Bylaws of the corporation inconsistent with or modifying or permitting
circumvention of this Article Twelfth, must first be proposed by the Board of Directors of the corporation,
upon the affirmative vote of at least two-thirds of the directors then in office at a duly constituted meeting of
the Board of Directors called expressly for such purpose, and thereafter approved by the affirmative vote of
the holders of at least 75 percent of the then outstanding shares of capital stock of the corporation entitled to
vote in the election of directors, voting as a single class; provided, however, that this 75 percent vote shall
not be required for any such amendment, addition, alteration, change or repeal recommended to the
stockholders of the corporation by the affirmative vote of not less than 75 percent of the directors then in
office.









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         FIFTH: The foregoing amendments to the Articles of
Incorporation of the Corporation were approved and declared advisable by the unanimous vote of the Board of Directors
at a meeting held on January 23, 1986. The foregoing amendments were  approved by a majority vote of the
Corporation's stockholders at the annual meeting of stockholders held on April 1, 1986.

         SIXTH: The foregoing amendments to the Articles of
Incorporation of the Corporation had been approved by the directors and stockholders in the manner and by the vote
required by NRS 78.385 and 78.390.


         IN WITNESS WHEREOF, the Corporation has
caused this Certificate to be executed on its behalf by its President and its corporate seal to be hereunto affixed the 9th
day of May, 1986.


		ROWE FURNITURE CORPORATION
	ATTEST:		
		By:	
/s/ Gerald M. Birnbach
Gerald M. Birnbach, President


	
/s/ D.E. Dye, Jr.
D. E. Dye, Jr. Secretary		






	COMMONWEALTH OF VIRGINIA	)
		) ss:
	COUNTY OF ARLINGTON	)



I, the undersigned, a notary public in and for the Commonwealth of Virginia, City of Arlington, do hereby certify that
Gerald M. Birnbach, President of Rowe Furniture Corporation, whose name is signed to the foregoing writing and hereto
annexed, bearing date of the 9th day of May, 1986, personally appeared before me on this 9th day of May, 1986, in my
aforesaid jurisdiction and acknowledged said writing to be his act and deed on behalf of said Corporation.


			/s/ Marlene A. Negri


Notary Public



My commission expires:         10-23-89






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	COMMONWEALTH OF VIRGINIA	)
		) ss:
	CITY OF SALEM	)



         I, the undersigned, a notary public in and for the
Commonwealth of Virginia, City of Salem, do hereby certify that D. E. Dye, Jr., Secretary of Rowe Furniture
Corporation, whose name is signed to the foregoing writing and hereto annexed, bearing date of the 9th day of May,
1986, personally appeared before me on this 9th day of May, 1986 in my aforesaid jurisdiction and acknowledged said writing to be his act and deed on behalf of said Corporation.


			/s/ Deborah C. Williams

Notary Public





My commission expires: _______________








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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION



ROWE FURNITURE CORPORATION


         We the undersigned Gerald M. Birnbach and Arthur
H. Dunkin, the president and secretary, respectively, of Rowe Furniture Corporation do hereby certify:


		1.  That the Board of Directors of said corporation at a meeting duly convened and held on the 8th day of
December 1992, adopted a resolution to amend the original articles as follows:


	
			"RESOLVED, that in order to provide for future corporate requirements, the amount of authorized
shares (par value of $1.00 per share) be increased from 5 million to 20 million, subject to
stockholder approval at the next annual meeting of stockholders."


	
		2.  That Article FOURTH is hereby amended to read as follows:


	
			FOURTH:  The amount of the total authorized capital stock of the corporation shall be TWENTY
MILLION DOLLARS ($20,000,000) consisting of one (1) class of TWENTY MILLION
(20,000,000) shares of common voting stock, par value $1.00 per share.


	
			         No holder of any share of the
common stock of this corporation, whether now or hereafter authorized, shall have any preemptive
or preferential right to subscribe to, purchase, or acquire any common stock, preferred stock,
convertible stock, or any other security issued or to be issued by this corporation, or to any rights,
warranties, or options to purchase any thereof.


	
		3.  That, the number of shares of the corporation outstanding and entitled to vote on the foregoing
amendment to the Articles of Incorporation were four million sixty thousand seven hundred seventy-five
(4,060,775); that the said change and amendment has been consented to and approved by a majority vote of
the stockholders holding as least a majority of each class of stock outstanding and entitled to vote thereon, as
follows:










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		3,621,453		shares of the common stock ($1.00 par value per share) voted in favor of the
proposed amendment
		23,761		shares of the common stock ($1.00 par value per share) voted against the
proposed amendment
		7,238		shares of the common stock ($1.00 par value per share) abstaining
		408,323		shares of the common stock ($1.00 par value per share) not voting.





		ROWE FURNITURE CORPORATION


			
		By:	/s/ Gerald M. Birnbach


Gerald M. Birnbach, President


			
			
		By:	/s/Arthur H. Dunkin

Arthur H. Dunkin, Secretary




	County of Arlington	)
		) ss:
	Commonwealth of Virginia	)



         On the 30th day of April, 1993, personally appeared
before me, a Notary Public, Gerald M. Birnbach, the President of Rowe Furniture Corporation, who acknowledged that
he executed the above instrument.


			/s/ Marlene A. Negri


Notary Public



My commission expires:   8-31-93



	Commonwealth of Virginia	)
		) ss:
	City of Salem	)



On the 30th day of April, 1993, personally appeared before me, a Notary Public, Arthur H. Dunkin, the Secretary of
Rowe Furniture Corporation, who acknowledged that he executed the above instrument.


			/s/ Deborah C. Jacks


Notary Public



My commission expires: _______________





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ARTICLES OF MERGER


OF


ROWE TRANSPORTATION, INC (a Nevada corporation)


AND


ROWE FRANCHISING, INC (a Nevada corporation)


INTO


ROWE FURNITURE CORPORATION


(a Nevada corporation)


         FIRST:  Rowe Furniture Corporation (hereinafter
referred to as the "Parent Entity"), an entity of the jurisdiction of the State of Nevada, owns all of the outstanding shares
of each class of Rowe Transportation, Inc. (hereinafter referred to as the "Subsidiary Entity One"), an entity of the
jurisdiction of the State of Nevada, and all of the outstanding shares of each class of Rowe Franchising, Inc. (hereinafter
referred to as the "Subsidiary Entity Two"), an entity of the jurisdiction of the State of Nevada.


         SECOND: A plan of merger was adopted by the
Parent Entity whereby Subsidiary Entity One and Subsidiary Entity Two are to be merged into the Parent Entity.


         THIRD:  Approval of the owners of the Parent Entity,
Subsidiary Entity One or Subsidiary Entity Two was not required pursuant to NRS §78.457.


         FOURTH: The plan of merger is attached hereto in its
entirety.


         FIFTH:  The Parent Entity designates the following
address as the address to which the Secretary of State of the State of Nevada is to mail any process served on him or her
against the entity:


	Rowe Furniture Corporation

c/o The Corporation Trust Company of Nevada

One East First Street

Reno, Washoe County, Nevada 89501



         SIXTH:  This merger shall be effective at 11:59:59
p.m. on December 3, 1995.


		ROWE FURNITURE CORPORATION

a Nevada corporation


			
		By:	/s/ Gerald M. Birnbach


Gerald M. Birnbach, President


			
			
		By:	/s/Arthur H. Dunkin

Arthur H. Dunkin, Secretary/Treasurer












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	State of Virginia	)
		) ss:
	County of Arlington	)



         On November 22, 1995, personally appeared before
me, a Notary Public, Gerald M. Birnbach and Arthur H. Dunkin who acknowledged that they executed the above
instrument.


	/s/ Deborah C. Jacks



	

4/1/98

My commission expires







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AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT AND PLAN OF MERGER, is
dated this 21st day of November, 1995, pursuant to Sections 78.451 through 78.466 of the Nevada Revised Statutes
among ROWE FURNITURE CORPORATION, a Nevada corporation, with its principal place of business at 1725
Jefferson-Davis Highway, Suite 809, Arlington, Virginia 22202 (the 'Surviving Corporation), ROWE
TRANSPORTATION, INC., a Nevada corporation, with its principal place of business at 239 Rowan Street, Salem,
Virginia 24153, and ROWE FRANCHISING, INC., a Nevada corporation, with its principal place of business at 239
Rowan Street, Salem, Virginia 24153. ROWE TRANSPORTATION, INC. AND ROWE FRANCHISING, INC. shall
hereinafter be collectively referred to as the "Merged Corporations."



WITNESSETH:


         WHEREAS, the Surviving Corporation owns all of the
issued and outstanding shares of the capital stock of each of the Merged Corporations;


         WHEREAS, the Surviving Corporation and the
Merged Corporations desire to merge into a single corporation;


         WHEREAS, the Surviving Corporation and the
Merged Corporations desire to achieve such merger all in a manner consistent with Sections 332, 337 and 368(a)(1)(A)
& (D) of the Internal Revenue Code of 1986, as amended, and applicable federal and state laws; and


         WHEREAS, the Surviving Corporation will remain as
the surviving corporation and will assume all of the assets and liabilities of the Merged Corporations; including, but not
limited to all of the Merged Corporations' liabilities and obligations arising out of any and all leases to which either of
them is a party or a third-party guarantor.







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         NOW, THEREFORE, the parties to this Agreement,
in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the
terms and conditions of said merger and mode of carrying the same into effect as follows:


         FIRST: The Surviving Corporation hereby merges
into itself the Merged Corporations, and the Merged Corporations shall be and hereby are merged into the Surviving
Corporation, which shall be the surviving corporation.


         SECOND: The Certificate of Incorporation of the
Surviving Corporation as in effect as of the Effective Time (as hereinafter defined) shall continue in full force and effect
as the Certificate of Incorporation of the corporation surviving this merger.


         THIRD: The manner of converting the outstanding
shares of the capital stock of the Surviving Corporation and the Merged Corporations into the shares or other securities
of the surviving Corporation shall be as follows:


                  (a)  Each share of common stock of the Surviving Corporation, which shall be issued and outstanding as of
the Effective Time, shall remain issued and outstanding.


                  (b)  Each of the shares of the capital stock of the Merged Corporations which shall be outstanding as of the
Effective Time, and all rights in respect thereof, shall be cancelled and shall neither be changed nor converted into any
shares of the common stock of the Surviving Corporation.


         FOURTH:  The other terms and conditions of the
merger are as follows:


                  (a)  The bylaws of the Surviving Corporation as they shall exist as of the Effective Time shall be and remain
the bylaws of the Surviving Corporation until the same shall be altered, amended and repealed as therein provided.






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                  (b)  The directors and officers of the Surviving Corporation shall continue in office until the next annual
meeting of stockholders and until their successors shall have been elected and qualified.


                  (c)  Ths merger shall become effective at 11:59:59 p.m. Eastern Standard Time on December 3, 1995 (the
Effective Time).


                  (d)  From and after the Effective Time, all the property, rights, privileges, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and description of the Merged Corporations shall be transferred to,
vested in and devolve upon the Surviving Corporation without further act or deed, and all property, rights and every
other interest of the Surviving Corporation and the Merged Corporations shall be as effectively the property of the
Surviving Corporation as they were of the Surviving Corporation and the Merged Corporations respectively. The
Merged Corporations hereby agree from time to time, as and when requested by the Surviving Corporation or by its
successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and Instruments and to
take or cause to be taken such further or other action as the Surviving Corporation may deem necessary or desirable in
order to vest in and confirm to the Surviving Corporation title to and possession of any property of the Merged
Corporations acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Merged Corporations or otherwise to take any and all such action.






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                  (e)  The Surviving Corporation shall assume all of the liabilities and obligations of the Merged Corporations,
including, but not limited to all of the Merged Corporations' liabilities and obligations arising out of any and all leases
to which either of them is a party or a third-party guarantor.


         IN WITNESS WHEREOF, the parties to this
Agreement, pursuant to the approval and authority duly given by resolutions adopted by the respective Boards of
Directors have caused these presents to be executed by the President and attested by the Secretary of each party hereto
as the respective act, deed and agreement of said corporations on this 21st  day of November, 1995.


		ROWE FURNITURE CORPORATION,
a Nevada corporation


	ATTEST:		
			
	/s/Arthur H. Dunkin


	By:	/s/ Gerald M. Birnbach


	Arthur H. Dunkin, Secretary/Treasurer		Gerald M. Birnbach, President


			
			
		ROWE TRANSPORTATION, INC.,
a Nevada corporation


	ATTEST:		
			
	/s/Arthur H. Dunkin


	By:	/s/ Gerald M. Birnbach



	Arthur H. Dunkin, Secretary/Treasurer		Gerald M. Birnbach, President


			
			
		ROWE FRANCHISING, INC.,
a Nevada corporation


	ATTEST:		
			
	/s/Arthur H. Dunkin


	By:	/s/ Gerald M. Birnbach



	Arthur H. Dunkin, Secretary/Treasurer		Gerald M. Birnbach, President
			







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ARTICLES OF MERGER


OF


ROWE MANUFACTURING, INC. (a Virginia corporation)


INTO


ROWE FURNITURE CORPORATION

(a Nevada corporation)


         FIRST: Rowe Furniture corporation (hereinafter
referred to as the "Parent Entity"), an entity of the jurisdiction of the State of Nevada, owns all of the outstanding shares
of each class of Rowe Manufacturing, Inc. (hereinafter referred to as the "Subsidiary Entity"), an entity of the
jurisdiction of the Commonwealth of Virginia, the laws of which permit this merger.


         SECOND: A plan of merger was adopted by the
Parent Entity whereby the Subsidiary Entity is to be merged into the Parent Entity.


         THIRD: Approval of the owners of the Parent Entity
and the Subsidiary Entity was not required pursuant to Chapter 92A of the Nevada Revised Statutes.


         FOURTH: The plan of merger is attached hereto in its
entirety.


         FIFTH: This merger shall be effective on November
30, 1997.


		ROWE FURNITURE CORPORATION,

a Nevada corporation


			
			
		By:	/s/ Gerald M. Birnbach


Gerald M. Birnbach, President


			
			
		By:	/s/Arthur H. Dunkin


Arthur H. Dunkin, Secretary/Treasurer





	Commonwealth of Virginia	)
		) ss:
	County of Fairfax	)



         On November 21, 1997, personally appeared before
me, a Notary Public, GERALD M. BIRNBACH and ARTHUR H. DUNKIN who acknowledged that they executed the
above instrument.


			/s/ Marlene A. Negri



			Notary Public



My commission expires: 8/31/2001






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AGREEMENT AND PLAN OP MERGER


         THIS AGREEMENT AND PLAN OF MERGER,
dated this 21st day of November, 1997, is made pursuant to Sections 78.451 through 78.466 of the Nevada Revised
Statutes and Section 13.1-719 of the Code of Virginia by and between ROWE FURNITURE CORPORATION, a
Nevada corporation, with its principal place of business at 1650 Tysons Boulevard, Suite 710, McLean, Virginia 22102
(the "Surviving Corporation"), and ROWE MANUFACTURING, INC., a Virginia corporation, with its principal place
of business at 239 Rowan Street, Salem, Virginia 24153 (the "Merged Corporation").



WITNESSETH:


         WHEREAS, the Surviving Corporation owns all of the
issued and outstanding shares of the capital stock of the Merged Corporation;


         WHEREAS, the Surviving Corporation and the
Merged Corporation desire to merge into a single corporation;


         WHEREAS, the Surviving Corporation and the
Merged Corporation desire to achieve such merger all in a manner consistent with Sections 332, 337 and 368(a)(1)(A) &
(D) of the Internal Revenue Code of 1986, as amended, and applicable federal and state laws; and


         WHEREAS, the Surviving Corporation will remain as
the surviving corporation and will assume all of the assets and liabilities of the Merged Corporation, including, but not
limited to all of the Merged Corporation's liabilities and obligations arising out of any and all leases to which it is a
party or a third-party guarantor.


         NOW, THEREFORE, the parties to this Agreement,
in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the
terms and conditions of said merger and mode of carrying the same into effect as follows:







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         FIRST: The Surviving Corporation hereby merges
into itself the Merged Corporation, and the Merged Corporation shall be and hereby is merged into the Surviving
Corporation, which shall be the surviving corporation.


         SECOND: The Certificate of Incorporation of the
Surviving Corporation as in effect as of the Effective Date (as hereinafter defined) shall continue in full force and effect
as the Certificate of Incorporation of the corporation surviving this merger.


         THIRD: The manner of converting the outstanding
shares of the capital stock of the Surviving Corporation and the Merged Corporation into the shares or other securities of
the Surviving Corporation shall be as follows:


                  (a) Each share of common stock of the Surviving Corporation, which shall be issued and outstanding as of
the Effective Date, shall remain issued and outstanding.


                  (b) Each of the shares of the capital stock of the Merged Corporation which shall be outstanding as of the
Effective Date, and all rights in respect thereof, shall be canceled and shall neither be changed nor converted into any
shares of the common stock of the Surviving Corporation.


         FOURTH: The other terms and conditions of the
merger are as follows:


                  (a) The By-laws of the Surviving Corporation as they shall exist as of the Effective Date shall be and remain
the By-laws of the Surviving Corporation until the same shall be altered, amended and repealed as therein provided.


                  (b) The directors and officers of the Surviving Corporation shall continue in office until the next annual
meeting of stockholders, unless earlier removed in accordance with the term and provisions of the By-laws of the
Surviving Corporation, and until their successors shall have been elected and qualified.






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                  (c) This merger shall become effective on November 30, 1997 (the "Effective Date").


                  (d) From and after the Effective Date, all the property, rights, privileges, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and description of the Merged Corporation shall be transferred to,
vested in and devolve upon the Surviving Corporation without further act or deed, and all property, rights and every
other interest of the Surviving Corporation and the Merged Corporation shall be as effectively the property of the
Surviving Corporation as they were of the Surviving Corporation and the Merged Corporation respectively.  The
Merged Corporation hereby agrees from time to time, as and when requested by the Surviving Corporation or by its
successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to
take or cause to be taken such further or other action as the Surviving Corporation may deem necessary or desirable in
order to vest in and confirm to the Surviving Corporation title to and possession of any property of the Merged
Corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Merged Corporation or otherwise to take any and all such action.


                  (e) The Surviving Corporation shall assume all of the liabilities and obligations of the Merged Corporation,
including, but not limited to all of the Merged Corporation's liabilities and obligations arising out of any and all leases to
which it is a party or a third-party guarantor.






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         IN WITNESS WHEREOF, the parties to this
Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of
Directors have caused these presents to be executed by the Chairman of the Board and President and attested by the
Secretary of each party hereto as the respective act, deed and agreement of said corporations as of the date first
hereinabove written.


		ROWE FURNITURE CORPORATION,

a Nevada corporation
	ATTEST:		
			
	/s/Arthur H. Dunkin

Arthur H. Dunkin,

Secretary-Treasurer
	By:	/s/ Gerald M. Birnbach

Gerald M. Birnbach, Chairman of the

Board and President


		ROWE MANUFACTURING, INC.,

a Virginia corporation
	ATTEST:		
			
	/s/Arthur H. Dunkin

Arthur H. Dunkin,

Secretary-Treasurer
	By:	/s/ Gerald M. Birnbach

Gerald M. Birnbach, Chairman of the

Board and President









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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION



(After Issuance of Stock)



ROWE FURNITURE CORPORATION

Name of Corporation


                           


	We the undersigned	Gerald M. Birnbach


	and
		President	


	Arthur H. Dunkin


	of	Rowe Furniture Corporation




	Secretary		Name of Corporation


	do hereby certify:		



         That the Board of Directors of said corporation at a
meeting duly convened, held on the 30th day of March, 1999, adopted a resolution to amend the original articles as
follows:


         Article First is hereby amended to read as follows:


         FIRST: The name of the Corporation is The Rowe
Companies.


The first sentence of Article Fourth is hereby amended to read as follows:


		FOURTH:  The amount of the total authorized capital stock of the corporation shall be FIFTY MILLION
DOLLARS (50,000,000) consisting of one (1) class of FIFTY MILLION (50,000,000) shares of common
voting stock, par value 1.00 per share.



         The number of shares of the corporation outstanding
and entitled to vote on an amendment to the Articles of Incorporation is 12,291,608; that the said change(s) and
amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.


			/s/ Gerald M. Birnbach
President


			/s/ Arthur H. Dunkin

Secretary





	State of Virginia	)
		) ss:
	County of Arlington	)



         On March 31, 1999, personally appeared before me, a
Notary Public, Gerald M. Birnbach and Arthur H. Dunkin (Names of Persons Appearing and Signing Document) who
acknowledged that they executed the above instrument.


 


			/s/ Marlene A. Negri
Signature of Notary

			My Commission Expires:




              [NOTARY STAMP OR SEAL]






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