Exhibit 3.1

ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC TELESERVICES, INC.

The following amendment of the Articles of Incorporation was adopted on May 18, 1999 in the manner indicated below.

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment.

Article 1: The name of the corporation is: APAC Customer Services, Inc.

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are
true.

Dated: June 3, 1999

|         |  |    | APAC TeleServices, Inc.                                                            |  | 
|-------- |  | -- | ---------------------------------------------------------------------------------- |  | 
|         |  | by | /s/MARC S. SIMONMarc S. Simon, President                                           |  | 
|attested |  |    |                                                                                    |  | 
|         |  | by | /s/LINDA R. WITTELinda R. Witte, Vice President,
    General Counsel and Secretary |  | 

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ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC TELESERVICES, INC.

The following amendment of the Articles of Incorporation was adopted on May 21, 1996 in the manner indicated below.

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment.

"RESOLVED, that the first paragraph of ARTICLE FOURTH of the Company's Amended and Restated Articles of Incorporation be and hereby is amended to read in its entirety as follows:

FOURTH: The total number of shares of all classes of stock which the Corporation will have authority to issue is 250,000,000, consisting of (i) 200,000,000 common shares, par
value $0.01 per share (the "Common Shares"), and (ii) 50,000,000 preferred shares, par value $0.01 per share (the "Preferred Shares"). Cumulative voting in the election of Directors shall not
be permitted to holders of either of the Common Shares or the Preferred Shares. No holder of any share of any class of stock of the Corporation shall have any preemptive right to subscribe for or
acquire additional shares of stock of any class of the Corporation or warrants or options to purchase, or securities convertible into, shares of any class of stock of the Corporation."

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are
true.

|                    |  |    |                                                       
|------------------- |  | -- | ------------------------------------------------------
|Dated: May 21, 1996 |  |    |                                                       
|                    |  |    | APAC TeleServices, Inc.                               
|                    |  | by | /s/THEODORE G. SCHWARTZTheodore G. Schwartz, President
|attested            |  |    |                                                       
|                    |  | by | /s/MARC S. SIMONMarc S. Simon, Secretary              

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ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC CORPORATION

The following amendment of the Articles of Incorporation was adopted on September 8, 1995 in the manner indicated below.

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in
writing has been signed by all the shareholders entitled to vote on this amendment.

Article 1: The name of the corporation is: APAC TeleServices, Inc.

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are
true.

|                         |  |    |                                                        | 
|------------------------ |  | -- | ------------------------------------------------------ | 
|Dated: September 8, 1995 |  |    |                                                        | 
|                         |  |    | APAC Corporation                                       | 
|                         |  | by | /s/THEODORE G. SCHWARTZTheodore G. Schwartz, President | 
|attested                 |  |    |                                                        | 
|                         |  | by | /s/MARC S. SIMONMarc S. Simon, Secretary               | 

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AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

APAC TELESERVICES, INC.

The original Articles of Incorporation of Apac Teleservices, Inc. were filed with the Secretary of State of Illinois on May 23, 1973. The name of the Corporation under
which it was originally incorporated was Allstate Promotional Advertising Corporation. The original Articles of Incorporation were amended on September 9, 1985 to change the Corporation's name
to "The APAC Corporation." The original Articles of Incorporation were amended and restated on June 8, 1988 and in connection therewith the Corporation's name was changed to "APAC Telemarketing
Corporation." The Articles of Incorporation of the Corporation were further amended on April 4, 1992 to change the Corporation's name to "APAC Teleservices, Inc." This Amended and
Restated Articles of Incorporation not only restates and integrates the original Articles of Incorporation and all amendments thereto, but also includes amendments adopted by the shareholders of APAC
Teleservices, Inc. on the date hereof. This Amended and Restated Articles of Incorporation was duly adopted in accordance with the applicable provisions of Section 10.20 and 7.10 of the
Illinois Business Corporation Act of 1983 and shall become effective upon filing with the Secretary of State of the State of Illinois.

EACH OF THE ARTICLES CONTAINED IN THIS AMENDED AND RESTATED ARTICLES OF INCORPORATION HAVE BEEN BOTH AMENDED AND RESTATED.

FIRST: The name of the Corporation is APAC Corporation.

SECOND: The Corporation's registered office in the State of Illinois is located at One Parkway North Center, Suite 510, City of Deerfield, County of Cook 60015 and Marc S.
Simon is the Corporation's registered agent at such address.

THIRD: The purpose for which the Corporation is organized is to carry on and to engage in any lawful act or activity for which corporations may be organized under the Illinois
Business
Corporation Act of 1983.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 150,000,000, consisting of (i) 100,000,000 common shares, par
value $0.01 per share (the "Common Shares"), and (ii) 50,000,000 preferred shares, par value $0.01 per share (the "Preferred Shares"). Cumulative voting in the election of Directors shall not
be permitted to holders of either the Common Shares or the Preferred Shares. No holder of any share of any class of stock of the Corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the Corporation or warrants or options to purchase, or securities convertible into, shares of any class of stock of the Corporation.

SECTION A

COMMON SHARES

SECTION B

PREFERRED SHARES

Subject to the terms contained in any designation of a series of Preferred Shares, the Board of Directors is expressly authorized, at any time and from time to time, to issue
Preferred
Shares in one or more series, and for such consideration as the Board of Directors may determine and to fix, by

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resolution or resolutions, the following provisions for shares of any class or classes of Preferred Shares of the Corporation or any series of any class of Preferred Shares:

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Shares, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at any time outstanding.

FIFTH: Advance notice of shareholder nominations for the election of Directors and of new business to be brought by shareholders before any meeting of the shareholders of the
Corporation
shall be given in a manner provided by the By-laws of the Corporation.

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SIXTH: Special meetings of the shareholders, for any purpose or purposes (except to the extent otherwise provided by law or this Amended and Restated Articles of Incorporation), may
only
be called by the Chairman of the Board, the President or any three Directors.

SEVENTH: Notwithstanding the provisions of this Amended and Restated Articles of Incorporation and any provisions of the By- Laws of the Corporation, no amendment to this
Amended and Restated Articles of Incorporation shall amend, modify or repeal any or all of the provisions of this Article SEVENTH, Article SIXTH or Article FIFTH of this Amended and Restated Articles
of Incorporation, unless so adopted by the affirmative vote or consent of the holders of not less than two-thirds (662/3%) of the total voting power of all then outstanding
shares entitled to vote in the election of Directors of the Corporation, voting as a single class; provided, however, that in the event the Board of Directors of the Corporation shall, by resolution
adopted by a majority of the Directors then in office, recommend to the shareholders the adoption of any such amendment, the shareholders of record holding a majority of the total voting power of all
then outstanding shares entitled to vote in the election of Directors of the Corporation, voting as a single class, may amend, modify or repeal any or all of such provisions.

EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of Illinois, the Board of Directors is expressly authorized and empowered to make, alter, amend and
repeal the By-laws of the Corporation in any respect not inconsistent with the laws of the State of Illinois or with this Amended and Restated Articles of Incorporation.

NINTH: The books of the Corporation may be kept at such place within or without the State of Illinois as the By-laws of the Corporation may provide or as may be designated
from time to time by the Board of Directors of the Corporation.

TENTH: A Director of the Corporation shall not be personally liable to the Corporation or its shareholders 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 shareholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 8.65 of the Illinois Business Corporation Act, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the Director derived an improper personal benefit.

If the Illinois Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of the
Corporation's
Directors shall be eliminated or limited to the full extent authorized by the Illinois Business Corporation Act, as so amended.

Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

ELEVENTH: As of the date of adoption of this Amended and Restated Articles of Incorporation, 6,000,000 Common Shares of the Corporation are outstanding and the Corporation's
paid-in-capital is $60,000.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Articles of Incorporation to be signed by its duly authorized officers this 8th day of August, 1995.

Attest:

APAC CORPORATION/s/MARC S. SIMONMarc S. Simon,
Secretary

/s/THEODORE G. SCHWARTZTheodore G. Schwartz,
Chief Executive Officer


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