EXHIBIT 3.1
                            ARTICLES OF INCORPORATION

                                       OF

                          WHITMAN REINCORPORATION, INC.


                                ARTICLE I - NAME

     The name of the corporation is "Whitman Reincorporation, Inc." (hereinafter
called the "Corporation").

                             ARTICLE II - ADDRESS OF
                      PRINCIPAL OFFICE AND MAILING ADDRESS

     The  address of the  principal  office of the  Corporation  and the mailing
address of the  Corporation  are 4400  Biscayne  Boulevard,  6th  Floor,  Miami,
Florida 33137.

                           ARTICLE III - CAPITAL STOCK

     The  aggregate  number  of  shares  which the  Corporation  shall  have the
authority to issue is 100,000,000 shares of Common Stock, no par value.

                      ARTICLE IV - INITIAL REGISTERED AGENT

     The street address of the initial  registered  office of the Corporation is
4400 Biscayne Boulevard,  6th Floor,  Miami,  Florida 33137; and the name of the
initial  registered  agent of the  Corporation  at that  address  is  Richard B.
Salzman, Esq.

                             ARTICLE V - INCORPORATOR

     The name and address of the person filing these  Articles of  Incorporation
are Richard B. Salzman, Esq., 4400 Biscayne Boulevard, 6th Floor, Miami, Florida
33137.

                              ARTICLE VI - PURPOSE

     The  Corporation  is organized  for the purpose of  transacting  any or all
lawful  business  for   corporations   organized  under  the  Florida   Business
Corporation Act.

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                 ARTICLE VII - SPECIAL MEETINGS OF SHAREHOLDERS

     The  shareholders  of the  Corporation  may not call a special  meeting  of
shareholders  unless the holders of at least fifty  percent  (50%) of all of the
votes entitled to be cast on any issue proposed to be considered at the proposed
special  meeting sign,  date and deliver to the  Corporation's  secretary one or
more  written  demands for the meeting  describing  the purpose or purposes  for
which it is to be held.

                     ARTICLE VIII - AFFILIATED TRANSACTIONS

     For purposes of Section  607.0901 of the Florida  Business  Corporation Act
pursuant to Section  607.0901(1)(h)  thereof, the term "disinterested  director"
shall mean a director  who is not, at the time such  determination  is made,  an
"interested   shareholder"   of  the   Corporation   (as   defined   in  Section
607.0901(1)(k))  or the  spouse,  parent,  child  or  sibling  of an  interested
shareholder.

     IN  WITNESS  WHEREOF,  the  undersigned  Incorporator  has  executed  these
Articles of Incorporation on August 27, 1997.


                                            /s/ RICHARD B. SALZMAN
                                           ----------------------------------
                                           RICHARD B. SALZMAN
                                           INCORPORATOR


                                       -2-

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                            ACCEPTANCE OF APPOINTMENT

                                       OF

                                REGISTERED AGENT


     The  undersigned,  having been appointed as the registered agent of Whitman
Reincorporation,  Inc., in the foregoing Articles of Incorporation, accepts such
appointment  and  acknowledges  that  he is  familiar  with,  and  accepts,  the
obligations of such position,  including those set forth in Section  607.0501 of
the Florida Statutes.


                                            /s/ RICHARD B. SALZMAN
                                           ----------------------------------
                                           RICHARD B. SALZMAN
                                           REGISTERED AGENT


                                       -3-

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                               ARTICLES OF MERGER


     These  ARTICLES OF MERGER,  dated as of October 17,  1997,  provide for the
merger of Whitman  Education Group Inc., a New Jersey  corporation  ("Whitman"),
with   and  into   Whitman   Reincorporation,   Inc,   a   Florida   corporation
("Reincorporation"), which shall be the surviving corporation.

                           ARTICLE I - PLAN OF MERGER

     A copy of the Plan of Merger  pursuant to which Whitman will be merged with
and into  Reincorporation  is attached  hereto as Exhibit  "A" and  incorporated
herein by this  reference.  As  provided  in  Section  4 of the Plan of  Merger,
Article I of the  Articles of  Incorporation  of  Reincorporation  is amended to
change the name of Reincorporation to "Whitman Education Group, Inc."

                           ARTICLE II - EFFECTIVE DATE

     The Merger of Whitman  into  Reincorporation  shall be  effective as of the
date of filing of these  Articles of Merger with the  Department of State of the
State of Florida.

                    ARTICLE III - ADOPTION OF PLAN OF MERGER

     A. The Plan of Merger  was  adopted  by the  stockholders  of  Whitman at a
meeting of stockholders held on October 17, 1997.

     B. The Plan of Merger was  adopted by the  shareholder  of  Reincorporation
pursuant to a written consent dated August 28, 1997.

                                       -4-

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     IN WITNESS  WHEREOF,  these  Articles of Merger have been duly  executed on
behalf of Whitman and  Reincorporation  by their  authorized  officers as of the
date first written above.

                                        WHITMAN EDUCATION GROUP, INC.,
                                        A NEW JERSEY CORPORATION


                                        BY: /S/ RICHARD C. PFENNIGER, JR.
                                        ---------------------------------------
                                        RICHARD C. PFENNIGER, JR.
                                        CHIEF EXECUTIVE OFFICER



                                        WHITMAN REINCORPORATION, INC.,
                                        A FLORIDA CORPORATION


                                        BY: /S/ RICHARD C. PFENNIGER, JR.
                                        ---------------------------------------
                                        RICHARD C. PFENNIGER, JR.
                                        CHIEF EXECUTIVE OFFICER