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                                                                   EXHIBIT 3(i)

                          SECOND AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                          EAGLE USA AIR FREIGHT, INC.



                                  ARTICLE ONE

                 Eagle USA Air Freight, Inc., a Texas corporation (the
"Company"), pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, hereby adopts these Second Amended and Restated Articles of
Incorporation, which accurately copy the Amended and Restated Articles of
Incorporation of the Company in effect on the date hereof, as further amended
by these Second Amended and Restated Articles of Incorporation as hereinafter
set forth, and contain no other change in any provisions thereof.

                                  ARTICLE TWO

                 The Amended and Restated Articles of Incorporation of the
Company are amended by these Second Amended and Restated Articles of
Incorporation as follows:

                 The amendments made by these Second Amended and Restated
Articles of Incorporation (the "Amendments") alter or change Articles One
through Ten of the Amended and Restated Articles of Incorporation.  The full
text of each provision altered or added is as set forth in Article Five hereof.

                                 ARTICLE THREE

                 The Amendments have been effected in conformity with the
provisions of the Texas Business Corporation Act and the Second Amended and
Restated Articles of Incorporation were duly adopted by all of the shareholders
of the Company on September 29, 1995.

                                  ARTICLE FOUR

                 On that date there were 6,000,000 shares of Common Stock, par
value $0.001 per share (the "Common Stock"), of the Company outstanding, all of
which were entitled to vote on the Amendments.  All 6,000,000 shares of Common
Stock were voted in favor of the Amendments.




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                                  ARTICLE FIVE

                 The Amended and Restated Articles of Incorporation of the
Company filed with the Secretary of State of the State of Texas on September
30, 1994 are hereby superseded by the following Second Amended and Restated
Articles of Incorporation, which accurately copy the entire text thereof as
amended hereby:


                          SECOND AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                           EAGLE USA AIRFREIGHT, INC.

                                  ARTICLE ONE

                 The name of the corporation is Eagle USA Airfreight, Inc.

                                  ARTICLE TWO

                 The period of its duration is perpetual.

                                 ARTICLE THREE

                 The purpose or purposes for which the corporation is organized
is the transaction of all lawful business for which a corporation may be
incorporated under the corporation laws of the State of Texas.

                                  ARTICLE FOUR

                 The aggregate number of shares that the corporation shall have
the authority to issue is 40,000,000 shares, consisting of 30,000,000 shares of
Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred
Stock, par value $0.001 per share.

                 The descriptions of the different classes of capital stock of
the corporation and the preferences, designations, relative rights, privileges
and powers, and the restrictions, limitations and qualifications thereof, of
said classes of stock are as follows:





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                                   Division A

                 The shares of Preferred Stock may be divided into and issued
in one or more series, the relative rights and preferences of which series may
vary in any and all respects.  The board of directors of the corporation is
hereby vested with the authority to establish series of Preferred Stock by
fixing and determining all the preferences, limitations and relative rights of
the shares of any series so established, to the extent not provided for in
these articles of incorporation or any amendment hereto, and with the authority
to increase or decrease the number of shares within each such series; provided,
however, that the board of directors may not decrease the number of shares
within a series below the number of shares within such series that is then
issued.  The authority of the board of directors with respect to each such
series shall include, but not be limited to, determination of the following:

                 (1)      the distinctive designation and number of shares of
         that series;

                 (2)      the rate of dividend (or the method of calculation
         thereof) payable with respect to shares of that series, the dates,
         terms and other conditions upon which such dividends shall be payable,
         and the relative rights of priority of such dividends to dividends
         payable on any other class or series of capital stock of the
         corporation;

                 (3)      the nature of the dividend payable with respect to
         shares of that series as cumulative, noncumulative or partially
         cumulative, and if cumulative or partially cumulative, from which date
         or dates and under what circumstances.

                 (4)      whether shares of that series shall be subject to
         redemption, and, if made subject to redemption, the times, prices,
         rates, adjustments and other terms and conditions of such redemption
         (including the manner of selecting shares of that series for
         redemption if fewer than all shares of such series are to be
         redeemed);

                 (5)      the rights of the holders of shares of that series in
         the event of voluntary or involuntary liquidation, dissolution or
         winding up of the corporation (which rights may be different if such
         action is voluntary than if it is involuntary), including the relative
         rights of priority in such event as to the rights of the holders of
         any other class or series of capital stock of the corporation;

                 (6)      the terms, amounts and other conditions of any
         sinking or similar purchase or other fund provided for the purchase or
         redemption of shares of that series;

                 (7)      whether shares of that series shall be convertible
         into or exchangeable for shares of capital stock or other securities
         of the corporation or of any other corporation





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         or entity, and, if provision be made for conversion or exchange, the
         times, prices, rates, adjustments and other terms and conditions of
         such conversion or exchange;

                 (8)      the extent, if any, to which the holders of shares of
         that series shall be entitled (in addition to any voting rights
         provided by law) to vote as a class or otherwise with respect to the
         election of directors or otherwise;

                 (9)      the restrictions and conditions, if any, upon the
         issue or reissue of any additional Preferred Stock ranking on a parity
         with or prior to shares of that series as to dividends or upon
         liquidation, dissolution or winding up;

                 (10)     any other repurchase obligations of the corporation,
         subject to any limitations of applicable law; and

                 (11)     notwithstanding their failure to be included in (1)
         through (10) above, any other designations, preferences, limitations
         or relative rights of shares of that series.

Any of the designations, preferences, limitations or relative rights (including
the voting rights) of any series of Preferred Stock may be dependent on facts
ascertainable outside these articles of incorporation.

                 Shares of any series of Preferred Stock shall have no voting
rights except as required by law or as provided in the preferences, limitations
and relative rights of such series.

                                   Division B

                 1.       Dividends.  Dividends may be paid on the Common Stock
out of any assets of the corporation available for such dividends subject to
the rights of all outstanding shares of capital stock ranking senior to the
Common Stock in respect of dividends.

                 2.       Distribution of Assets.  In the event of any
liquidation, dissolution or winding up of the corporation, after there shall
have been paid to or set aside for the holders of capital stock ranking senior
to the Common Stock in respect of rights upon liquidation, dissolution or
winding up the full preferential amounts to which they are respectively
entitled, the holders of the Common Stock shall be entitled to receive, pro
rata, all of the remaining assets of the corporation available for distribution
to its shareholders.

                 3.       Voting Rights.  The holders of the Common Stock shall
be entitled to one vote per share for all purposes upon which such holders are
entitled to vote.





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                                   Division C

                 1.       No Preemptive Rights.  No shareholder of the
corporation shall by reason of his holding shares of any class have any
preemptive or preferential right to acquire or subscribe for any additional,
unissued or treasury shares of any class of the corporation now or hereafter to
be authorized, or any notes, debentures, bonds or other securities convertible
into or carrying any right, option or warrant to subscribe to or acquire shares
of any class now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividends or voting or other rights of such shareholder,
and the board of directors may issue or authorize the issuance of shares of any
class, or any notes, debentures, bonds or other securities convertible into or
carrying rights, options or warrants to subscribe to or acquire shares of any
class, without offering any such shares of any class, either in whole or in
part, to the existing shareholders of any class.

                 2.  Share Dividends.  Subject to any restrictions in favor of
any series of Preferred Stock provided in the relative rights and preferences
of such series, the corporation may pay a share dividend in shares of any class
or series of capital stock of the corporation to the holders of shares of any
class or series of capital stock of the corporation.

                 3.  No Cumulative Voting.  Cumulative voting for the election
of directors is expressly prohibited as to all shares of any class or series.

                                  ARTICLE FIVE

                 The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of One
Thousand Dollars ($1,000.00).

                                  ARTICLE SIX

                 The address of the corporation's registered office is 811
Dallas Avenue, Houston, Texas 77002 and the name of its registered agent at
such address is CT Corporation System.

                                 ARTICLE SEVEN

                 The number of directors of the corporation shall be fixed by,
or in the manner provided in, the bylaws.  The number of directors constituting
the current board of directors is five, and the name and address of the person
who is to serve as director until such director's successor is elected and
qualified is:





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                       Name                              Address
                       ----                              -------

                 James R. Crane                    3214 Lodestar Road
                                                   Houston, Texas 77032

                 Daniel S. Swannie                 3214 Lodestar Road
                                                   Houston, Texas 77032

                 Donald P. Roberts                 3214 Lodestar Road
                                                   Houston, Texas 77032

                 Douglas A. Seckel                 3214 Lodestar Road
                                                   Houston, Texas 77032

                 William P. O'Connell              3214 Lodestar Road
                                                   Houston, Texas 77032


                                 ARTICLE EIGHT

                 A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, except that this article does not
eliminate or limit the liability of a director for: (1) a breach of a
director's duty of loyalty to the corporation or its shareholders; (2) an act
or omission not in good faith that constitutes a breach of duty of that
director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which a
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided for by an
applicable statute.

                 If the Texas Miscellaneous Corporation Laws Act or the Texas
Business Corporation Act ("TBCA") is amended to authorize 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 such statutes, 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.





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                                  ARTICLE NINE

                 The vote of shareholders required for approval of (1) any plan
of merger, consolidation, or exchange for which the TBCA requires a shareholder
vote, (2) any disposition of assets for which the TBCA requires a shareholder
vote, (3) any dissolution of the corporation for which the TBCA requires a
shareholder vote, and (4) any amendment of the articles of incorporation of the
corporation for which the TBCA requires a shareholder vote, shall be (in lieu
of any greater vote required by the TBCA) the affirmative vote of the holders
of a majority of the outstanding shares entitled to vote thereon, unless any
class or series of shares is entitled to vote as a class thereon, in which
event the vote required shall be the affirmative vote of the holders of a
majority of the outstanding shares within each class or series of shares
entitled to vote thereon as a class and at least a majority of the outstanding
shares otherwise entitled to vote thereon.

                                  ARTICLE TEN

                 Special meetings of shareholders may be called by the
corporation's chairman of the board, the president or the board of directors.
Subject to the provisions of the corporation's bylaws governing special
meetings, holders of not less than 50% of the outstanding shares of stock
entitled to vote at the proposed special meeting may also call a special
meeting of shareholders by furnishing the corporation a written request which
states the purpose or purposes of the proposed meeting in the manner set forth
in the bylaws.

                 EXECUTED AND EFFECTIVE this 29th day of September, 1995.

                                        EAGLE USA AIR FREIGHT, INC.



                                        By:  /s/ JAMES R. CRANE
                                           ----------------------------------
                                            James R. Crane
                                            President





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                             ARTICLES OF AMENDMENT
                                       to
                          SECOND AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       of
                           EAGLE USA AIRFREIGHT, INC.

          Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its Second Amended and Restated Articles of Incorporation:

          1.   The name of the corporation is Eagle USA Airfreight, Inc.

          2.   The following amendment to the Second Amended and Restated
     Articles of Incorporation of the corporation increases the authorized
     shares of the corporation. The amendment alters the first sentence of
     Article Four of the Second Amended and Restated Articles of Incorporation
     to read, in full:

               "The aggregate number of shares that the corporation shall have
          the authority to issue is 110,000,000 shares, consisting of
          100,000,000 shares of Common Stock, par value $0.001 per share, and
          10,000,000 shares of Preferred Stock, par value $0.001 per share."

          3.   The amendment made by these articles of amendment was duly
     adopted by the shareholders of the corporation at a meeting duly held on
     February 23, 1998.

          4.   The number of shares outstanding as of the date hereof is
     18,764,180 shares of Common Stock, par value $0.001 per share; the number
     of shares outstanding as of the close of business on December 30, 1997, the
     record date for such meeting of shareholders, was 18,269,061 shares of
     Common Stock, par value $0.001 per share, and all of such 18,269,061 shares
     were entitled to vote on the amendment; the number of such shares voted for
     the amendment was 14,451,374; and the number of such shares voted against
     the amendment was 685,124.

          IN WITNESS WHEREOF, these articles of amendment have been executed on
     March 5, 1998.


                                             EAGLE USA AIRFREIGHT, INC.

                                             By: /s/ Douglas A. Seckel
                                                ---------------------------
                                                 Douglas A. Seckel  
                                                 Secretary