EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
CELLULAR RADIO SYSTEMS, INC.

     The undersigned natural person, being more than eighteen (18) years of age,
hereby establishes a corporation pursuant to the statutes of Colorado and adopts
the following Articles of Incorporation.

     FIRST: The name of the corporation is CELLULAR RADIO SYSTEMS, INC.

     SECOND: The corporation shall have perpetual existence.

     THIRD:  (a)  Purposes.  The  nature,  objects  and  purposes  for which the
corporation is organized are to engage in the manufacture,  assembly,  licensing
and sale of cellular  radio and  communications  equipment and  accessories,  to
engage generally in the cellular communications  business, to invest in real and
personal  property,  and to engage in any other lawful activity  permitted under
the laws of the State of  Colorado,  whether  or not  connected  with any of the
foregoing objects and purposes, which is calculated,  directly or indirectly, to
promote  the  interests  of the  corporation  or to  enhance  the  value  of its
property.

     (b) Powers. In furtherance of the foregoing  purposes the corporation shall
have and may exercise all of the rights, powers, and privileges now or hereafter
conferred upon corporations  organized under the laws of Colorado.  In addition,
it may do everything necessary, suitable or proper for the accomplishment of any
of its corporate purposes.

     FOURTH:  (a) Authorized  Shares.  The aggregate  number of shares which the
corporation shall have authority to issue is fifty million  (50,000,000)  shares
of $.001 par value each, which shares shall be designated "Common Stock."

     (b) Consideration for Shares. All shares of Common Stock shall be issued by
the corporation for cash, property, or services actually performed,  for no less
than the par value of $.001 per share of Common Stock. All shares shall be fully
paid and nonassessable.

     (c) Dividends. Dividends in cash, property or shares of the corporation may
be paid upon the Common  Stock,  as and when declared by the board of directors,
out of funds of the  corporation  to the extent and in the manner  permitted  by
law.

     (d) Voting Rights;  Cumulative  Voting.  Each  outstanding  share of Common
Stock shall be entitled to one vote and each  fractional  share of Common  Stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders.  Cumulative  voting shall not be allowed in the election
of directors of the corporation.

     (e)  Denial  of  Preemptive   Rights.  No  holder  of  any  shares  of  the
corporation,  whether now or hereafter authorized,  shall have any preemptive or
preferential  right to acquire  any  shares or  securities  of the  corporation,
including shares or securities held in the treasury of the corporation.

     (f)  Distribution  in  Liquidation.  Upon any  liquidation,  dissolution or
winding up of the corporation,  and after paying or adequately providing for the
payment of all its  obligations,  the remainder of the assets of the corporation
shall be distributed,  either in cash or in kind, pro rata to the holders of the
Common Stock.

     (g) Partial  Liquidation.  The Board of Directors  may,  from time to time,
distribute to the shareholders in partial liquidation, out of stated capital, or
capital  surplus  of the  corporation,  a  portion  of its  assets,  in  cash or
property, subject to the limitations contained in the statutes of Colorado.

     FIFTH:  Three directors shall constitute the initial board, their names and
addresses being as follows:

           Kenneth V. Orashan                  Edward H. Hawkins
           16551 E. Kansas Drive               10200 E. Girard Avenue, #107A
           Aurora, Colorado 80017              Denver, Colorado 80231

                              Lutie R. McDowell
                              10200 E. Girard Avenue, #107A
                              Denver, Colorado 80231

     SIXTH: The address of the registered office of the corporation is 469 South
Cherry  Street,  Suite 200,  Denver,  Colorado  80222.  The name of its  initial
registered  agent at such  address  is Ronald J.  Miller.  The  corporation  may
conduct  part or all of its  business in any other part of  Colorado,  or of the
United States or of the World. It may hold, purchase, mortgage, lease and convey
real and personal property in any of such places.

     SEVENTH:  The corporation  shall be entitled to treat the registered holder
of any  shares  of the  corporation  as the  owner  thereof  for  all  purposes,
including  all  rights  deriving  from  such  shares,  and shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive  notice of the interests of
such  purchaser,  assignee,  or  transferee  or  other  person.  The  purchaser,
assignee,  or  transferee of any of the shares of the  corporation  shall not be
entitled: to receive notice of the meetings of the shareholders; to vote at such
meetings;  to examine a list of the shareholders;  to be paid dividends or other
sums payable to  shareholders;  or to own, enjoy and exercise any other property
or  rights  deriving  from such  shares  against  the  corporation,  until  such
purchaser,  assignee,  or transferee  has become the  registered  holder of such
shares.

     EIGHTH: The following provisions are inserted for the management of the new
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers  conferred by
law.

     (a) Right of Directors to Contract with  Corporation.  No contract or other
transaction  between the  corporation  and one or more of its  directors  or any
other  corporation,  firm,  association,  or  entity in which one or more of its
directors  are  directors  or officers or are  financially  interested  shall be
either void or  avoidable  solely  because of such  relationship  or interest or
solely  because  such  directors  are  present  at the  meeting  of the board of
directors or a committee  thereof which authorizes,  approves,  or ratifies such
contract  or  transaction  or solely  because  their  votes are counted for such
purpose if:

          (i) The fact of such relationship of interest is disclosed or known to
     the board of directors or committee which authorizes, approves, or ratifies
     the contract or transaction by a vote or consent sufficient for the purpose
     without counting the votes or consents of such interested directors; or

          (ii) The fact of such  relationship  or interest is disclosed or known
     to the shareholders entitled to vote and they authorize, approve, or ratify
     such contract or transaction by vote or written consent; or

          (iii)  The  contract  or  transaction  is fair and  reasonable  to the
     corporation.

     Common or interested  directors may be counted in determining  the presence
of a quorum at a meeting of the board of directors or a committee  thereof which
authorizes, approves, or ratifies such contract or transaction.

     (b) Corporate  Opportunity.  The  officers,  directors and other members of
management  of this  corporation  shall be subject to the doctrine of "corporate
opportunities"  only  insofar as it applies to business  opportunities  in which
this  corporation  has expressed an interest as determined  from time to time by
this corporation's  board of directors as evidenced by resolutions  appearing in
the corporation's minutes. Once such areas of interest are delineated,  all such
business opportunities within such areas of interest which come to the attention
of the officers,  directors, and other members of management of this corporation
shall be disclosed  promptly to this  corporation  and made available to it. The
board of  directors  may reject any  business  opportunity  presented  to it and
thereafter any officer, director or other member of management may avail himself
of such opportunity.  Until such time as this corporation,  through its board of
directors, has designated an area of interest, the officers, directors and other
members of management of this corporation  shall be free to engage in such areas
of  interest  on their own and this  doctrine  shall not limit the rights of any
officer,  director or other member of management of this corporation to continue
a business  existing  prior to the time that such area of interest is designated
by the  corporation.  This  provision  shall not be  construed  to  release  any
employee  of this  corporation  (other  than  officer,  director  or  member  of
management) from any duties which he may have to this corporation.

     (c) Indemnification of Directors and Others.

          (i) The  corporation  shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action, suit, or proceeding,  whether civil, criminal,  administrative,  or
     investigative  (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a  director,  officer,  employee or
     agent  of the  corporation  or is or was  serving  at  the  request  of the
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement  actually and reasonably incurred by him in connection with such
     action,  suit or  proceeding  if he acted in good  faith and in a manner he
     reasonably  believed  to be in or not  opposed to the best  interest of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable  cause to believe his conduct was unlawful.  The  termination of
     any action, suit or proceeding by judgment, order, settlement,  conviction,
     or upon a plea of nolo  contendere or its  equivalent,  shall not of itself
     create a  presumption  that the  person  did not act in good faith and in a
     manner  which he  reasonably  believed  to be in the best  interest  of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe that his conduct was unlawful.

          (ii) The corporation  shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  director,  officer,
     employee or agent of the corporation or is or was serving at the request of
     the  corporation  as a  director,  officer,  employee  or agent of  another
     corporation,  partnership, joint venture, trust or other enterprise against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably  believed to be in the
     best interest of the corporation;  but no indemnification  shall be made in
     respect  of any  claim,  issue or matter as to which  such  person has been
     adjudged to be liable for  negligence or misconduct in the  performance  of
     his duty to the corporation unless and only to the extent that the court in
     which such action or suit was brought  determines  upon  application  that,
     despite the adjudication of liability, but in view of all the circumstances
     of  the  case,   such   person  is  fairly  and   reasonably   entitled  to
     indemnification for such expenses which such court deems proper.

          (iii) To the extent that a director, officer, employee or agent of the
     corporation  has been  successful  on the merits in defense of any  action,
     suit,  or  proceeding  referred  to in this  section,  or in defense of any
     claim,  issue, or matter therein,  he shall be indemnified against expenses
     (including  attorneys'  fees)  actually and  reasonably  incurred by him in
     connection therewith.

          (iv) Any  indemnification  under (i) or (ii) of this  section  (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director, officer, employee or agent is proper in the circumstances because
     he has met the applicable  standard of conduct set forth in said paragraphs
     (i) or (ii) of this Article.  Such determination shall be made by the board
     of directors by a majority  vote of a quorum  consisting  of directors  who
     were not parties to such action,  suit or proceeding,  or, if such a quorum
     is not obtainable or even if obtainable a quorum of disinterested directors
     so directs,  by independent  legal counsel in a written opinion,  or by the
     shareholders.

          (v) Expenses (including attorneys' fees) incurred in defending a civil
     or criminal  action,  suit, or proceeding may be paid by the corporation in
     advance of the final  disposition  of such action,  suit or  proceeding  as
     authorized by the board of directors as provided in paragraph  (iv) of this
     section upon  receipt of an  undertaking  by or on behalf of the  director,
     officer,  employee  or agent to repay such amount  unless it is  ultimately
     determined  that he is entitled to be  indemnified  by the  corporation  as
     authorized in this section.

          (vi) The indemnification  provided by this section shall not be deemed
     exclusive  of any other rights to which those  indemnified  may be entitled
     under  the  Articles  of  Incorporation,  any  bylaw,  agreement,  vote  of
     shareholders or disinterested  directors,  or otherwise,  and any procedure
     provided  for by any of the  foregoing,  both as to action in his  official
     capacity and as to action in another  capacity  while  holding such office,
     and shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of heirs,  executors,  and
     administrators of such a person.

          (vii) The corporation may purchase and maintain insurance on behalf of
     any  person who is or was a  director,  officer,  employee  or agent of the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  officer, employee or agent of another corporation,  partnership,
     joint venture,  trust or other  enterprise  against any liability  asserted
     against him and incurred by him in any such  capacity or arising out of his
     status as such,  whether  or not the  corporation  would  have the power to
     indemnify him against such liability under the provisions of this section.

          (viii) A unanimous  vote of all shares  entitled to vote thereon shall
     be required to amend this section.

     (d) Shareholder Voting.

          (i) One-third of the shares entitled to vote  represented in person or
     by proxy, shall constitute a quorum at a meeting of shareholders.

          (ii) When,  with respect to any action to be taken by  shareholders of
     this  Corporation,  the laws of Colorado require the vote or concurrence of
     the holders of two-thirds of the outstanding shares, of the shares entitled
     to vote thereon, or of any class or series, such action may be taken by the
     vote or  concurrence  of a  majority  of such  shares  or class  or  series
     thereof.

     (e) Adoption and Amendment of Bylaws. The initial bylaws of the corporation
shall be adopted by its board of directors.  The power to alter, amend or repeal
the bylaws or adopt new bylaws  shall be vested in the board of  directors,  but
the holders of common stock may also alter,  amend or repeal the bylaws or adopt
new  bylaws.  The bylaws may  contain  any  provisions  for the  regulation  and
management of the affairs of the corporation not inconsistent  with law or these
Articles of Incorporation.

     NINTH: The name and address of the incorporator is:

                    Ronald J. Miller
                    469 South Cherry Street, Suite 200
                    Denver, Colorado 80222

     DATED this 5th day of May, 1983.

                                                  /s/ Ronald J. Miller
                                                  --------------------
                                                  Ronald J. Miller


<PAGE>


STATE OF COLORADO)
                      )ss.
COUNTY OF ARAPAHOE    )

         I, Debra A. Teaman, a Notary Public, hereby certify that on the 5th day
of May, 1983,  personally appeared before me Ronald J. Miller, being by me first
duly sworn, who declared that he is the person who signed the foregoing document
as incorporator and that the statements contained therein are true.

         Witness my hand and official seal.

         My commission expires:   September 22, 1985.

         My address is:  469 S. Cherry Street, Suite 200, Denver, CO 80222.


                                                 /s/ Debra A. Teaman
                                                 -------------------
                                                 Notary Public

[S E A L]


<PAGE>