Exhibit 3.1







                              ARTICLES OF AMENDMENT
                                       of
                            ARTICLES OF INCORPORATION

                                       of

                          PULASKI FURNITURE CORPORATION



1.       The name of the Corporation is Pulaski Furniture Corporation.


2.       The  amendment  adopted is to replace the first four lines of the third
         paragraph  of Article  III,  Part A, of the  Corporation's  Articles of
         Incorporation with the following:

                    "A series of Preferred Stock is hereby designated  "Series A
         Cumulative Preferred Stock", which series is hereinafter referred to as
         "Series A", shall  consist of 500,000  shares of Preferred  Stock,  and
         shall have the following description and terms:"


3.       No shares of the series referenced in the amendment have been issued.


4.       Such  amendment  was duly  adopted  by the  Board of  Directors  of the
         Corporation  on December 12, 1997  pursuant to Section  13.1-639 of the
         Virginia Stock Corporation Act.
         Shareholder action was not required.



Dated:   December 31, 1997

                                        PULASKI FURNITURE CORPORATION

                                        By: /s/ Ira S. Crawford
                                           -----------------------
                                                Ira S. Crawford
                                                Vice President and Secretary


<PAGE>
                                                                       EXHIBIT A
                                             As Amended and Restatedand Restated
                                                       Through December 31, 1997




                       RESTATED ARTICLES OF INCORPORATION
                                       of
                          PULASKI FURNITURE CORPORATION



                                    ARTICLE I

The name of the Corporation is

                          PULASKI FURNITURE CORPORATION


                                   ARTICLE II

             The purposes of the Corporation  are to manufacture,  buy, sell and
deal in  furniture  of all  kinds  and,  without  limitation  by  reason  of the
foregoing,  to engage in any  business not required to be stated in the articles
of incorporation.

             The  Corporation  shall  have the power to enter  into  partnership
agreements with other corporations, whether organized under the law of the State
of Virginia or otherwise, or with any individual or individuals.


                                   ARTICLE III

         The  Corporation  shall have  authority to issue  10,000,000  shares of
Common Stock and  1,000,000  shares of  Preferred  Stock (which may be issued in
various classes and series as hereinafter provided).

             The  description of the Preferred  Stock and the Common Stock,  and
the  designations,  preferences  and voting  powers of such  classes of stock or
restrictions or qualifications  thereof, and the terms on which such stock is to
be issued  (together with certain  related  provisions for the regulation of the
business  and for the  conduct of the  affairs of the  Corporation)  shall be as
hereinafter set forth, or determined as hereinafter set forth, in Parts A, B and
C of this Article III.

                             PART A. PREFERRED STOCK

             The Board of Directors may determine the  preferences,  limitations
and relative rights,  to the extent permitted by the Virginia Stock  Corporation
Act, of any class of shares of Preferred Stock before the issuance of any shares
of that class,  or of one or more series  within a class  before the issuance of
any  shares  of that  series.  Each  class  or  series  shall  be  appropriately
designated by a distinguishing  designation  prior to the issuance of any shares
thereof.  The Preferred Stock of all series shall have preferences,  limitations
and relative rights identical with those of other shares of the same series and,
except to the extent otherwise  provided in the description of the series,  with
those of other series of the same class.

             Prior  to the  issuance  of any  shares  of a class  or  series  of
Preferred Stock, (i) the Board of Directors shall establish such class or series
by adopting a resolution, and by filing with the State Corporation Commission of
Virginia  articles of  amendment  setting  forth the  designation  and number of
shares of the class or series and the relative rights and  preferences  thereof,
and (ii) the State  Corporation  Commission  of  Virginia  shall  have  issued a
certificate of amendment thereof.

                    A series of Preferred Stock is hereby  designated  "Series A
Cumulative  Preferred Stock", which series is hereinafter referred to as "Series
A",  shall  consist of 500,000  shares of  Preferred  Stock,  and shall have the
following description and terms:

1.      Dividends and Distributions.

        (a) The holders of shares of Series A shall be entitled to receive, when
        and as declared by the Board of Directors out of funds legally available
        therefor,  dividends payable quarterly on the first day of each January,
        April,  July and October  (each such date being  referred to herein as a
        "Quarterly  Dividend  Payment Date"),  commencing on the first Quarterly
        Dividend Payment Date after the first issuance of a share or fraction of
        a share of Series A, in an amount  per  share  (rounded  to the  nearest
        cent)  equal  to the  greater  of (i)  $11.00  or  (ii)  subject  to the
        provision for adjustment  hereinafter set forth, 100 times the aggregate
        per share amount of all cash dividends,  and 100 times the aggregate per
        share  amount  (payable  in kind)  of all  non-cash  dividends  or other
        distributions other than a dividend payable in shares of Common Stock or
        a   subdivision   of  the   outstanding   shares  of  Common  Stock  (by
        reclassification  or  otherwise),  declared  on the Common  Stock of the
        Corporation  (the  "Common  Stock")  since  the  immediately   preceding
        Quarterly  Dividend Payment Date. In the event the Corporation  shall at
        any time after  December  15, 1967 (the "Rights  Declaration  Date") (i)
        declare any dividend on Common Stock  payable in shares of Common Stock,
        (ii)  subdivide  the  outstanding  Common  Stock,  or (iii)  combine the
        outstanding  Common Stock into a smaller number of shares,  then in each
        such  case the  amount  to which  holders  of  shares  of  Series A were
        entitled  immediately  prior  to such  event  under  clause  (ii) of the
        preceding  sentence  shall be adjusted by  multiplying  such amount by a
        fraction the  numerator of which is the number of shares of Common Stock
        outstanding immediately after such event and the denominator of which is
        the number of shares of Common Stock that were  outstanding  immediately
        prior to such event.

        (b) The  Corporation  shall  declare a dividend or  distribution  on the
        Series  A as  provided  in  paragraph  (a)  above  immediately  after it
        declares a dividend or  distribution  on the Common  Stock (other than a
        dividend payable in shares of Common Stock); provided that, in the event
        no dividend or distribution shall have been declared on the Common Stock
        during the period  between any Quarterly  Dividend  Payment Date and the
        next subsequent  Quarterly  Dividend  Payment Date, a dividend of $10.00
        per  share  on the  Series  A  shall  nevertheless  be  payable  on such
        subsequent Quarterly Dividend Payment Date.

        (c) Dividends  shall begin to accrue and be  cumulative  on  outstanding
        shares  of  Series A from  the  Quarterly  Dividend  Payment  Date  next
        preceding  the date of issue of such shares of Series A, unless the date
        of  issue of such  shares  is prior  to the  record  date for the  first
        Quarterly Dividend Payment, in which case dividends on such shares shall
        begin to accrue  from the date of issue of such  shares,  or unless  the
        date of issue is a Quarterly  Dividend  Payment  Date or is a date after
        the record date for the  determination  of holders of shares of Series A
        entitled  to receive a  quarterly  dividend  and before  such  Quarterly
        Dividend  Payment Date, in either of which events such  dividends  shall
        begin to accrue and be cumulative from such Quarterly  Dividend  Payment
        Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
        paid on the shares of Series A in an amount  less than the total  amount
        of such  dividends  at the time accrued and payable on such shares shall
        be allocated pro rata on a share-by-share basis among all such shares at
        the time  outstanding.  The Board of Directors may fix a record date for
        the  determination  of holders of shares of Series A entitled to receive
        payment of a dividend or  distribution  declared  thereon,  which record
        date  shall be no more  than 70 days  prior to the  date  fixed  for the
        payment thereof.

        (d)  Dividends  in full shall not be  declared  or paid or set apart for
        payment  on  the  Series  A for a  dividend  period  terminating  on the
        Quarterly  Dividend  Payment  Date  unless  dividends  in full have been
        declared or paid or set apart for payment on the Preferred  Stock of all
        series  (other  than  series  with  respect to which  dividends  are not
        cumulative  from a date prior to such dividend  date) for the respective
        dividend periods terminating on such dividend date.

2.       Voting  Rights.  The  holders  of  shares  of  Series A shall  have the
         following voting rights:

         (a) Subject to the provision for adjustment hereinafter set forth, each
         share of Series A shall entitle the holder  thereof to 100 votes on all
         matters submitted to a vote of the shareholders of the Corporation.  In
         the  event  the  Corporation   shall  at  any  time  after  the  Rights
         Declaration  Date (1) declare any dividend on Common  Stock  payable in
         shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
         (iii)  combine the  outstanding  Common Stock into a smaller  number of
         shares,  then in each such case the  number of votes per share to which
         holders of shares of Series A were entitled  immediately  prior to such
         event shall be adjusted by  multiplying  such number by a fraction  the
         numerator of which is the number of shares of Common Stock  outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were  outstanding  immediately  prior to
         such event.

         (b) Except as  otherwise  provided  herein,  the  Restated  Articles of
         Incorporation  or  Bylaws,  the  holders of shares of Series A, and the
         holders of shares of Corn-'non  Stock shall vote together as one voting
         group  on all  matters  submitted  to a  vote  of  stockholders  of the
         Corporation.

         (c) In  addition,  in the  event  that at any time or from time to time
         while any shares of the Series A are outstanding, six or more quarterly
         dividends,  whether  consecutive  or not, on any shares of the Series A
         shall be in arrears and unpaid, whether or not earned or declared, then
         the holders of all of the  outstanding  shares of the Series A together
         with any other series of Preferred  Stock then  entitled to such a vote
         under  the  terms of the  Restated  Articles  of  Incorporation  of the
         Corporation,  voting as a single class,  shall be entitled to elect two
         members of the Board of Directors of the Corporation. Immediately after
         the occurrence of such event, the Corporation shall cause the number of
         directors  of the  Corporation  to be  increased  by two and  (unless a
         regular meeting of stockholders of the Corporation is to be held within
         sixty  (60) days for the  purpose  of  electing  directors)  shall give
         prompt  notice  to the  holders  of all of the  outstanding  shares  of
         Preferred Stock then so entitled to such a vote of a special meeting of
         such holders to take place within sixty (60) days after the  occurrence
         of such  event.  If such  meeting  shall  not have  been  called  as so
         provided,  such meeting may be called at the expense of the Corporation
         by the holders of not less than five  percent  (5%) of. such  Preferred
         Stock at the time  outstanding,  on written notice  specifying the time
         and place of the  meeting  given by mail not less than ten (10) days or
         more than thirty (30) days before the date of such meeting specified in
         such notice. At such meeting the holders of all of such Preferred Stock
         at the time outstanding, voting as a single class, shall have the right
         to elect two (2) members of the Board of Directors of the Corporation.

         If a regular  meeting of the  stockholders  of the  Corporation for the
         purpose of  electing  directors  is to be held  within  sixty (60) days
         after the  occurrence of such event then at such  meeting,  and, in any
         event,  at  each  subsequent   meeting  of  the   stockholders  of  the
         Corporation called for the purpose of electing  directors,  the holders
         of such  Preferred  Stock at the time  outstanding,  voting as a single
         class,  shall  have the right to elect two (2)  members of the Board of
         Directors on the same conditions as stated above.

         At any  special  or  regular  meeting  provided  for in  the  next  two
         preceding  paragraphs,  each outstanding  share of such Preferred Stock
         shall  be  entitled  to one  vote  for the  election  of the  directors
         provided  for  herein;  the holders of a majority of the shares of such
         Preferred Stock at the time outstanding shall constitute a quorum;  and
         a plurality vote of such quorum shall govern.

         The directors elected by the holders of such Preferred Stock shall hold
         office until their  successors  shall be elected;  provided  that their
         term of office shall automatically expire at such time as all dividends
         on all outstanding shares of such Preferred Stock in arrears shall have
         been paid in full.

         (d) Except as set forth herein or as otherwise provided in the Restated
         Articles  of  Incorporation,  holders of Series A shall have no special
         voting rights and their  consent  shall not be required  (except to the
         extent they are  entitled to vote with  holders of Common  Stock as set
         forth herein) for taking any corporate action

3.       Certain Restrictions.
         (a)        Whenever   quarterly   dividends   or  other   dividends  or
                    distributions payable on the Series A as provided in Section
                    1 are in  arrears,  thereafter  and  until all  accrued  and
                    unpaid dividends and distributions, whether or not declared,
                    on shares of Series A  outstanding  shall  have been paid in
                    full, the Corporation shall not

                    (i) declare or pay or set apart for  payment  any  dividends
                    (other  than  dividends  payable  in  shares of any class or
                    classes of stock of the  Corporation  ranking  junior to the
                    Series A) or make any other  distributions  on, any class of
                    stock  of  the  Corporation  ranking  junior  (either  as to
                    dividends or upon liquidation, dissolution or winding up) to
                    the Series A and shall not redeem,  purchase  or  otherwise,
                    acquire, directly or indirectly,  whether voluntarily, for a
                    sinking  fund, or otherwise any shares of any class of stock
                    of the  Corporation  ranking  junior (either as to dividends
                    or.  upon  liquidation,  dissolution  or winding  up) to the
                    Series A, provided that,  notwithstanding the foregoing, the
                    Corporation  may at any time  redeem,  purchase or otherwise
                    acquire shares of stock of any such junior class in exchange
                    for,  or out of the net cash  proceeds  from the  concurrent
                    sale of other shares of stock of any such junior class;

                    (ii)  declare  or  pay   dividends  on  or  make  any  other
                    distributions  on any  shares of stock  ranking  on a parity
                    (either as to dividends or upon liquidation,  dissolution or
                    winding up) with the Series A, except dividends paid ratably
                    on the Series A and all such parity stock on which dividends
                    are payable or in arrears in proportion to the total amounts
                    to which the holders of all such shares are then entitled;

                    (iii)   redeem  or   purchase  or   otherwise   acquire  for
                    consideration  shares  of  any  stock  ranking  on a  parity
                    (either as to dividends or upon liquidation,  dissolution or
                    winding up) with the Series A, provided that the Corporation
                    may at any time redeem, purchase or otherwise acquire shares
                    of any such parity stock in exchange for shares of any stock
                    of the Corporation ranking junior (either as to dividends or
                    upon  dissolution,  liquidation or winding up) to the Series
                    A;

                    (iv)  purchase or otherwise  acquire for  consideration  any
                    shares  of Series A, or any  shares  of stock  ranking  on a
                    parity  with the  Series  A,  except  in  accordance  with a
                    purchase  offer  made  in  writing  or  by  publication  (as
                    determined by the Board of Directors) to all holders of such
                    shares  upon  such  terms as the Board of  Directors,  after
                    consideration  of the respective  annual  dividend rates and
                    other  relative  rights and  preferences  of the  respective
                    series  and  classes,  shall  determine  in good  faith will
                    result in fair and equitable  treatment among the respective
                    series or classes.

             (b)  The  Corporation  shall  not  permit  any  subsidiary  of  the
             Corporation to purchase or otherwise  acquire for consideration any
             shares of stock of the Corporation  unless the  Corporation  could,
             under  paragraph  (a) of this  Section  (3),  purchase or otherwise
             acquire such shares at such time and in such manner.

4. Reacquired  shares. Any shares of Series A purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and cancelled promptly
after the  acquisition  thereof.  All such shares shall upon their  cancellation
become  authorized but unissued shares of Preferred Stock and may be reissued as
part  of a new  series  of  Preferred  Stock  to be  created  by  resolution  or
resolutions   of  the  Board  of  Directors,   subject  to  the  conditions  and
restrictions on issuance set forth herein.

5.       Liquidation, Dissolution or Winding Up.

         (a) Upon any  voluntary  or  involuntary  liquidation,  dissolution  or
         winding up of the  Corporation,  no  distribution  shall be made to the
         holders of shares of stock  ranking  junior  (either as to dividends or
         upon  liquidation,  dissolution  or winding up) to the Series A unless,
         prior  thereto,  the holders of shares of Series A shall have  received
         $200.00 per share, plus an amount equal to accrued and unpaid dividends
         and distributions thereon, whether or not declared, to the date of such
         payment (the "Series A Liquidation Preference").  Following the payment
         of  the  full  amount  of  the  Series  A  Liquidation  Preference,  no
         additional  distributions  shall be made to the  holders  of  shares of
         Series A unless,  prior thereto,  the holders of shares of Common Stock
         shall have received an amount per share (the "Common Adjustment") equal
         to the  quotient  obtained  by  dividing  (i) the Series A  Liquidation
         Preference  by (ii)  100 (as  appropriately  adjusted  as set  forth in
         subparagraph  c below to reflect  such  events as stock  splits,  stock
         dividends and recapitalizations with respect to the Common Stocky (such
         number in clause (ii) being hereinafter  referred to as the "Adjustment
         Number").  Following  the  payment  of the full  amount of the Series A
         Liquidation  Preference  and the  Common  Adjustment  in respect of all
         outstanding shares of Series A and Common Stock, respectively,  holders
         of Series A and holders of shares of Common Stock shall  receive  their
         ratable  and  proportionate   share  of  the  remaining  assets  to  be
         distributed in the ratio of the Adjustment  Number to 1 with respect to
         such  Preferred   Stock  and  Common  Stock,  on  a  per  share  basis,
         respectively.

        (b)  In the  event,  however,  that  there  are  not  sufficient  assets
        available  to  permit  payment  in  full  of the  Series  A  Liquidation
        Preference  and the  liquidation  preferences  of all  other  series  of
        Preferred  Stock,  if any, that rank on a parity with the Series A, then
        such  remaining  assets shall be  distributed  ratably to the holders of
        such  parity  shares  in  proportion  to  their  respective  liquidation
        preferences. In the event, however, that there are not sufficient assets
        available to permit payment in full of the Common Adjustment,  then such
        remaining  assets shall be distributed  ratably to the holders of Common
        Stock.

        (c) In the  event the  Corporation  shall at any time  after the  Rights
        Declaration  Date (i) declare any  dividend on Common  Stock  payable in
        shares of Common Stock, (ii) subdivide the outstanding  Common Stock, or
        (iii)  combine the  outstanding  Common  Stock into a smaller  number of
        shares,  then  in  each  such  case  the  Adjustment  Number  in  effect
        immediately  prior to such event shall be adjusted by  multiplying  such
        Adjustment  Number by a fraction the numerator of which is the number of
        shares of Common Stock outstanding  immediately after such event and the
        denominator  of which is the number of shares of Common  Stock that were
        outstanding immediately prior to such event.

6  Consolidation,  Merger,  etc.  In case the  Corporation  shall enter into any
consolidation,  merger,  combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or  securities,  cash
and/or any other  property,  then in oany such case the shares of Series A shall
at the same time be  similarly  exchanged  or  changed  in an  amount  per share
(subject to the provision  for  adjustment  hereinafter  set forth) equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable  in kind),  as the case may be1 into  which or for which  each share of
Common Stock is changed or exchanged.  In the event the Corporation shall at any
time after the Rights  Declaration Date (1) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding  Common Stock,
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then in each  such case the  amount  set forth in the  preceding  sentence  with
respect to the  exchange  or change of shares of Series A shall be  adjusted  by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

7. Redemption.  The outstanding shares of Series A may be redeemed at the option
of the Board of Directors as a whole,  but not in part, at any time, at which no
person  beneficially  owns more than 10% of the outstanding  Common Stock of the
Corporation  at a cash price per share  equal to (i) 100% of the  product of the
Adjustment  Number times the Average  Market Value (as such term is  hereinafter
defined) of the Common Stock,  plus (ii) all dividends  which on the  redemption
date  have  accrued  on the  shares  to be  redeemed  and have not been  paid or
declared  and a sum  sufficient  for the  payment  thereof  set  apart,  without
interest;  provided,  however, that if and whenever any quarterly dividend shall
have  accrued  on the  Series  A that has not been  paid or  declared  and a sum
sufficient for the payment  thereof set apart,  the Corporation may not purchase
or  otherwise  acquire any shares of Series A unless all shares of such stock at
the time outstanding are so purchased or otherwise acquired. The "Average Market
Value" is the average of the closing  sale prices of a share of the Common Stock
during the 30 day period  immediately  preceding the date before the  redemption
date on the Composite  Tape for New York Stock Exchange  Listed  Stocks,  or, if
such stock is not quoted on the Composite  Tape, on the New York Stock Exchange,
or1 if such stock is not listed on such Exchange, on the principal United States
securities  exchange  registered  under the Securities  Exchange Act of 1934, as
amended,  on which such stock is listed,  or, if such stock is not listed on any
such exchange the average of the closing bid quotations  with respect to a share
of Common  Stock  during  such  30-day  period on the  National  Association  of
Securities Dealers,  Inc. Automated Quotations System or any system then in use,
or if no such quotations are available,  the fair market value of a share of the
Common Stock as determined by the Board of Directors in good faith.

8.  Ranking.  The  Series  A  shall  rank  junior  to all  other  series  of the
Corporation's   Preferred   Stock  as  to  the  payment  of  dividends  and  the
distribution  of  assets,  unless  the terms of any such  series  shall  provide
otherwise.

9.  Amendment.  The  Corporation  shall not create any other class or classes of
stock  ranking prior to the Series A either as to dividends or  liquidation,  or
increase the  authorized  number of shares of any such other class of stock,  or
amend,  alter,  or repeal any of the  provisions  of the  Restated  Articles  of
Incorporation or the resolution or resolutions adopted by the Board of Directors
authorizing the Series A so as to adversely  affect the  preferences,  rights or
powers of the Series A without the affirmative  vote of the holders of more than
two-thirds of the outstanding  shares of the Series A, voting  separately as one
voting group.

10.  Fractional  Shares.  Series A may be issued in  fractions  of a share which
shall entitle the holder, in proportion to such holder's  fractional  shares, to
exercise voting rights,  receive dividends,  participate in distributions and to
have the benefit of all other rights of holders of Series A.

                              PART B. COMMON STOCK

1. Voting Rights. The holders of the Common Stock shall, to the exclusion of the
holders of any other class of stock of the  Corporation,  have the sole and full
power to vote for the ejection of directors and for all other  purposes  without
limitation except only (a) as otherwise provided in the articles of amendment to
these Articles for a particular series of Preferred Stock filed pursuant to Part
A of this  Article  III and (b) as  otherwise  expressly  provided  by the  then
existing  statutes of the  Commonwealth  of Virginia.  The holders of the Common
Stock shall have one (1) vote for each share of Common Stock held by them.

2.  Dividends.  Subject to the provisions  hereinabove set forth with respect to
Preferred  Stock,  the  holders of shares of Common  Stock  shall be entitled to
receive  dividends  if, when and as declared  by the Board of  Directors  out of
funds legally avail-able therefor.

                              PART C. MISCELLANEOUS

1. Pre-emptive  Rights.  No holder of (a) stock of any class of the Corporation,
whether now or hereafter authorized,  or (b) any warrants,  rights or options to
purchase any stock,  or (c) any obligations  convertible  into any such stock or
into any warrants,  rights or options to purchase any such stock (the  interests
referred  to in clause  (a),  (b) and (C) of this  Section  1 being  hereinafter
referred to as Equity  Interests) shall have (i) any pre-emptive or preferential
right to purchase or subscribe  to any Equity  Interests  that may  hereafter be
created,  issued  or  sold or (ii)  any  right  of  subscription  to any  Equity
Interests.  The Board of  Directors  is hereby  authorized,  in its  discretion,
without any action by the  stockholders  in connection  with the issuance of any
obligations or stock of the Corporation  (but without hereby limiting the powers
of the Board in other  cases) to grant  rights or options to purchase or receive
Equity  Interests,  upon such terms and during such periods of time as the Board
of Directors shall determine and to cause such rights or options to be evidenced
by such  warrants  or  other  instruments  as the  Board of  Directors  may deem
advisable.



                                   ARTICLE IV

1. Number,  Election & Term of Directors.  The number of directors  shall be set
forth in the  fly-laws,  but, in the absence of such a provision in the By-laws,
the number of directors of the  Corporation  shall be seven;  provided  that the
number of  directors  set forth by the By-laws  cannot be increased by more than
two during any  twelve-month  period except by the affirmative  vote of at least
90% of the outstanding  shares of Common Stock.  Commencing with the 1987 annual
meeting of  stockholders,  the Board of  Directors  shall be divided  into three
classes, Class I, Class II and Class III, as nearly equal in number as possible.
At the 1987 annual meeting of stockholders,  directors of the first class (Class
I) shall be  elected  to hold  office  for a term  expiring  at the 1968  annual
meeting  of  stockholders;  directors  of the second  class  (Class II) shall be
elected  to hold  office  for a term  expiring  at the 1989  annual  meeting  of
stockholders;  and  directors of the third class (Class III) shall be elected to
hold office for a term expiring at the 1990 annual meeting of  stockholders.  At
each annual meeting of  stockholders  after 1987, the Successors to the class of
directors whose terms shall then expire shall be identified as being of the same
class as the  directors  they  succeed  and  elected  to hold  office for a term
expiring at the third succeeding annual meeting of stockholders. When the number
of  directors is changed,  any  newly-created  directorships  or any decrease in
directorships  shall  be so  apportioned  among  the  classes  by the  Board  of
Directors as to make all classes as nearly equal in number as possible.

2.  Newly-created  Directorships  and  Vacancies.  Subject  to the rights of the
holders of any series of Preferred Stock then outstanding, any vacancy occurring
in the Board of Directors, including a vacancy resulting from an increase by not
more than two in the number of directors,  may be filled by the affirmative vote
of a majority of the remaining  directors though less than a quorum of the Board
of  Directors,  and directors so chosen shall hold office for a term expiring at
the next meeting of stockholders at which directors are elected.  No decrease in
the number of directors  constituting  the Board of Directors  shall shorten the
term of any incumbent director.

3.  Removal of  Directors.  Subject to the rights of the holders of any class or
series of Preferred Stock then outstanding, any director may be removed, with or
without cause,  only by the  affirmative  vote of the holders of at least 80% of
the out-standing shares of Common Stock.

4.  Amendment or Repeal.  The provisions of this Article shall not be amended or
repealed,  nor shall any provision of these Articles of Incorporation be adopted
that is  inconsistent  with this  Article,  unless such  action  shall have been
approved by the affirmative vote of either:

         (a) the  holders  of at least 60% of the  outstanding  shares of Common
         Stock; or

         (b) a majority of those directors who are Continuing  Directors and the
         holders of the requisite  number of shares  specified under  applicable
         Virginia law for the amendment of articles of incorporation.

5. Certain Definitions. For purposes of this Article:

         (a)  "Continuing  Director"  means any member of the Board of Directors
         who:

                  (i) was elected to the Board of Directors  of the  Corporation
                  at the 1987 annual meeting of stockholders; or

                  (ii) was recommended for election by, or was elected to fill a
                  vacancy and  received the  affirmative  vote of, a majority of
                  the Continuing Directors then on the Board.

         {b)  "Common  Stock"  shall  mean  the  class  of  common  stock of the
         Corporation  outstanding  on February 13, 1967,  and any other class of
         stock of the  Corporation  into  which all  outstanding  shares of such
         class of common  stock are  converted  or for which all such shares are
         exchanged.



                                    ARTICLE V

             Except  as  expressly  otherwise  provided  in  these  Articles  of
Incorporation,  an amendment or  restatement  of these  Articles  that  requires
approval of the  stockholders  of the  Corporation,  other than an  amendment or
restatement that amends or affects the shareholder vote required by the Virginia
Stock Corporation Act to approve a merger, statutory share exchange, sale of all
or  substantially  all of the  Corporation's  assets or the  dissolution  of the
Corporation or amends or affects Article IV of these Articles, shall be approved
by a majority  of the votes  entitled  to be cast by each  voting  group that is
entitled to vote on the matter.