Exhibit 3.1

                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                         WALNUT FINANCIAL SERVICES, INC.


         Pursuant  to  Section   16-10a-1007   of  the  Utah  Revised   Business
Corporation Act (the "URBCA"), the undersigned  corporation adopts the following
Articles of Amendment and Restatement by stating as follows:

         1.       The  present  name  of the  corporation  is  Walnut  Financial
Services, Inc.

         2.       The  following  amendment and  restatement  of its Articles of
Incorporation  was  approved by the Board of  Directors  for  submission  to the
stockholders  of the  corporation,  and was adopted by the  shareholders  of the
corporation at a meeting duly held on November 1, 1999, in the manner prescribed
by the URBCA.

         FIRST:   The name of the Corporation will be changed to THCG, Inc. (the
"Corporation").

         SECOND:  The address of the Corporation's  present registered office in
the State of Utah and name of its present registered agent at such office is:

             Name of Registered Agent              Address of Registered Agent
             ------------------------              ---------------------------
             CT Corporation Sys.                   50 W. Broadway, 8th Floor
                                                   Salt Lake City, Utah 84101

         THIRD:   The purpose of the  Corporation is to engage in any lawful act
or activity for which corporations may be organized under the URBCA.

         FOURTH:  The total  number of shares of all  classes of stock which the
Corporation  is authorized to issue is 55,000,000  shares,  of which  50,000,000
shall be designated Common Stock, par value $0.01 per share, and 5,000,000 shall
be designated Preferred Stock, par value $0.01 per share.

                  (a)      The Common Stock:

                  The holders of Common  Stock shall be entitled to one vote for
each share so held (with all such shares voting together as a single group), and
shall be  entitled  to notice of any  stockholders  meeting and to vote upon any
such matters as provided in the by-laws of the Corporation or as may be provided
by law. Except for and subject to those rights  expressly  granted to holders of
Preferred Stock, and except as may be provided by the laws of the State of Utah,
the  holders  of  Common  Stock  shall  have all other  rights of  stockholders,
including,  without limitation, (i) the right to receive dividends, when, as and
if declared by the Board of Directors of the Corporation, out of assets lawfully
available  therefor,  and (ii) in the event of any distribution of assets upon a
liquidation  or otherwise,  the right to receive all the assets and funds of the
Corporation,  remaining after the payment to the holders of the Preferred Stock,
if any, of the  specific  amounts  which they are  entitled to receive upon such
distribution.

                  (b)      The Preferred Stock:

                  The Board of  Directors  is  hereby  expressly  authorized  to
provide for,  designate and issue,  out of the authorized but unissued shares of
Preferred Stock, one or more series of Preferred Stock, subject to the terms and
conditions  set forth  herein.  Before any shares of any such series are issued,
the Board of Directors  shall fix, and hereby is expressly  empowered to fix, by
resolution or  resolutions,  the following  provisions of the shares of any such
series:

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                           (i)      the  designation of such series,  the number
of shares to constitute  such series and the stated value thereof,  if different
from the par value thereof;

                           (ii)     whether the shares of such series shall have
voting rights or powers,  in addition to any voting rights required by law, and,
if so, the terms of such voting rights or powers, which may be full or limited;

                           (iii)    the  dividends,  if  any,  payable  on  such
series,  whether any such dividends  shall be cumulative,  and, if so, from what
dates, the conditions and dates upon which such dividends shall be payable,  and
the  preference  or relation  which such  dividends  shall bear to the dividends
payable on any other series of  Preferred  Stock or on any other class of stock,
of the Corporation or any series of such class;

                           (iv)     whether the shares of such  series  shall be
subject to  redemption  by the  Corporation,  and, if so, the times,  prices and
other conditions of such redemption;

                           (v)      the amount or amounts payable upon shares of
such series upon, and the rights of the holders of such series in, the voluntary
or involuntary liquidation,  dissolution or winding up, or upon any distribution
of the assets, of the Corporation;

                           (vi)     whether the shares of such  series  shall be
subject to the  operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such  retirement  or sinking fund shall be applied to
the purchase or redemption of the shares of such series for  retirement or other
corporate  purposes  and the  terms and  provisions  relative  to the  operation
thereof;

                           (vii)    whether the shares of such  series  shall be
convertible  into, or  exchangeable  for, shares of Preferred Stock of any other
series  or any other  class of stock of the  Corporation  or any  series of such
class or any other  securities  and,  if so,  the price or prices or the rate or
rates of conversion  or exchange and the method,  if any, of adjusting the same,
and any other terms and conditions of such conversion or exchange;

                           (viii)   the limitations and restrictions, if any, to
be effective while any shares of such series are outstanding upon the payment of
dividends  or the  making  of other  distributions  on,  and upon the  purchase,
redemption  or other  acquisition  by the  Corporation  of, the Common  Stock or
shares of Preferred Stock of any other series or any other class of stock of the
Corporation or any series of such class;

                           (ix)     the conditions or  restrictions,  if any, to
be effective while any shares of such series are  outstanding  upon the creation
of indebtedness of the Corporation or upon the issuance of any additional stock,
including  additional  shares  of such  series  or of any  other  series  of the
Preferred  Stock or of any class of stock of the  Corporation  or any  series of
such class; and

                           (x)      any other powers, designations,  preferences
and  relative,  participating,   optional  or  other  special  rights,  and  any
qualifications, limitations or restrictions thereof.

         The powers,  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each series of  Preferred  Stock,  and the
qualifications,  limitations or  restrictions  thereof,  if any, may differ from
those  of any and all  other  series  at any  time  outstanding.  The  Board  of
Directors is hereby expressly  authorized from time to time to increase (but not
above the total number of authorized shares of Preferred Stock) or decrease (but
not below the number of shares thereof then outstanding) the number of shares of
stock of any series of Preferred  Stock  designated as any one or more series of
Preferred Stock.

         FIFTH:   (a)    The  business and affairs of the  Corporation  shall be
managed by or under the direction of the Board of Directors  except as otherwise
provided herein, in the by-laws of the Corporation or required by law.

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                  (b)    Election  of  directors  need not be by written  ballot
unless the by-laws of the Corporation shall so provide.

                  (c)    The number of  directors  of the  Corporation  shall be
fixed  by,  or in the  manner  provided  in,  the  by-laws  of the  Corporation.
Commencing  on the  effective  time of the merger (the  "Merger")  of Tower Hill
Acquisition  Corp., a New York corporation and a wholly-owned  subsidiary of the
Corporation,  with and into Tower Hill Securities, Inc., a New York corporation,
the directors,  other than those who may be elected by the holders of any series
of Preferred Stock, shall be classified, with respect to the term for which they
severally  hold  office,  into  three  classes,  as  nearly  equal in  number as
possible.  The initial Class I, II and III  directors  shall be appointed by the
Board of Directors  upon the effective  time of the Merger.  The initial Class I
directors shall serve until the first annual meeting of  stockholders  after the
Merger.  The initial  Class II  directors  shall  serve until the second  annual
meeting of stockholders  after the Merger. The initial Class III directors shall
serve until the third annual meeting of stockholders  after the Merger.  Members
of each class shall hold  office  until their  successors  are duly  elected and
qualified  or  until  their  earlier  death,  disqualification,  resignation  or
removal.   At  each  succeeding  annual  meeting  of  the  stockholders  of  the
Corporation, the successors of the class of directors whose term expires at that
meeting  shall be elected by a plurality  vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their  election and until their  successors
are duly elected and qualified or until their earlier  death,  disqualification,
resignation or removal.

                  (d)    No director of the  Corporation  shall be removed  from
his office as a director by vote, consent or other action of the stockholders or
otherwise except for cause.

         SIXTH:    Any  action   required  or  permitted  to  be  taken  by  the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special  meeting of the  stockholders  and may not be  effected  by a consent in
writing by any such stockholders.

         SEVENTH:  A director of the Corporation  shall not be personally liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) under Section  16-10a-842 of the URBCA, or (iv)
for any  transaction  from which the  director  derived  any  improper  personal
benefit.  If the URBCA is amended  after the date hereof to authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest  extent  permitted by the URBCA,  as so amended.  No amendment to or
repeal of this Article EIGHTH shall apply to or have any effect on the liability
or alleged  liability of any director of the  Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment.

         EIGHTH:  (a) The Corporation  shall to the fullest extent  permitted by
Utah law,  as in effect from time to time (but in case of any  amendment  of the
URBCA, only to the extent that such amendment permits the Corporation to provide
broader  indemnification  rights  than said law  permitted  the  Corporation  to
provide prior to such amendment), indemnify each person who is or was a director
of officer of the Corporation (or any predecessor) or of any of its wholly-owned
subsidiaries  who was or is a party or is  threatened  to be made a party to any
threatened,  pending  or  completed  action,  suit or  proceeding,  or was or is
involved in any  threatened,  pending or completed  action,  suit or proceeding,
whether  civil,  criminal,   administrative  or  investigative   (hereinafter  a
"proceeding"),  by  reason  of the  fact  that  he or she is or was a  director,
officer, employee or agent of the Corporation or of any of its subsidiaries,  or
is or was at any time  serving,  at the  request of the  Corporation,  any other
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
employee benefit plan or other enterprise in any capacity,  against all expense,
liability and loss (including,  but not limited to, attorneys' fees,  judgments,
fines,  excise taxes or penalties  with respect to any employee  benefit plan or
otherwise, and amounts paid or to be paid in settlement) incurred or suffered by
such director or officer in connection with such proceeding;  provided, however,
that the  Corporation  shall not be obligated to indemnify any person under this
Article  NINTH  in  connection  with a  proceeding  (or  part  thereof)  if such
proceeding  (or  part  thereof)  was  initiated  by

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such person, but was not authorized by the Board of Directors of the Corporation
against (i) the Corporation or any of its  subsidiaries;  (ii) any person who is
or was a director,  officer,  employee or agent of the Corporation or any of its
subsidiaries  and/or  (iii) any  person or  entity  which is or was  controlled,
controlled  by or  under  common  control  with  the  Corporation  or has or had
business relations with the Corporation or any of its subsidiaries.

                  (b)    Expenses  incurred by a person who is or was a director
or officer of the  Corporation (or any  predecessor) or any of its  wholly-owned
Subsidiaries in defending a proceeding  shall be paid by the Corporation as they
are incurred in advance of the final disposition of such proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the  Corporation.  Such expenses  incurred by former directors or
other  employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

                  (c)    For   purposes  of  this  Article   EIGHTH,   the  term
"Corporation"  shall  include,  in addition to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger;  the term "other enterprise" shall
include any corporation,  partnership, joint venture, limited liability company,
trust or employee  benefit  plan;  service  "at the request of the  Corporation"
shall include, without limitation, service as a director, officer or employee of
the Corporation  which imposes duties on, or involves service by, such director,
officer or employee with respect to an employee  benefit plan, its  participants
or  beneficiaries;  any excise  taxes  assessed on a person  with  respect to an
employee benefit plan shall be deemed to be indemnifiable  expenses;  and action
by a person  with  respect  to any  employee  benefit  plan  which  such  person
reasonably  believes to be in the interest of the participants and beneficiaries
of such  plan  shall  be  deemed  to be  action  in or not  opposed  to the best
interests of the Corporation.

                  (d)    Notwithstanding any other provision of this Certificate
of  Incorporation  or  the  by-laws  of  the  Corporation,   no  action  by  the
Corporation,  either by  amendment  to or repeal of this  Article  EIGHTH or the
by-laws of the Corporation or otherwise  shall diminish or adversely  affect any
right or protection granted under this Article EIGHTH to any director or officer
or former director or officer of the Corporation (or any  predecessor) or of any
of its  wholly-owned  subsidiaries  which shall have become  vested as aforesaid
prior to the date that any such amendment,  repeal or other corporate  action is
taken.

         NINTH:   (a)    Except as provided  otherwise  by law or the by-laws of
the  Corporation,  the by-laws of the  Corporation may be amended or repealed or
new by-laws (not  inconsistent  with any provision of law or this Certificate of
Incorporation) may be adopted by the Board of Directors.

                  (b)    The  by-laws  of  the  Corporation  may be  amended  or
repealed  at  any  annual  meeting  of  stockholders,   or  special  meeting  of
stockholders  called for such purpose,  by the affirmative vote of a majority of
the total votes  eligible to be cast on such  amendment  or repeal by holders of
voting stock, voting together as a single class.

         3.       At the time of the adoption of this Restatement of Articles of
Incorporation,   there  were  a  total  of  3,350,533  shares  of  Common  Stock
outstanding,  all of which shares were entitled to vote on this  Restatement  of
Articles  of  Incorporation.  Holders  of  2,521,266  shares  were  indisputably
represented at the meeting.

         4.       At least 2,490,195  shares were voted for this  Restatement of
Articles of Incorporation, and that number was sufficient for its approval.

Dated as of the 1st day of November, 1999.

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                                    WALNUT FINANCIAL SERVICES, INC.

                                    By: /s/ Joel S. Kanter
                                       ------------------------------
                                        Joel S. Kanter, President

ATTEST:

/s/ Joshua S. Kanter
---------------------------
Joshua S. Kanter, Secretary

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<PAGE>


                       ACKNOWLEDGMENT OF REGISTERED AGENT


         The undersigned, CT Corporation System, hereby acknowledges that he/she
has been named as registered agent of THCG,  INC., a Utah corporation  (formerly
known as Walnut Financial Services,  Inc.), and the undersigned hereby agrees to
act as registered agent of said corporation.


                                      CT Corporation System
                                      Name: /s/ Anne E. Diamond, Asst Secretary
                                           ------------------------------------
                                           Registered Agent


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