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                                                                     EXHIBIT 3.1
                            ARTICLES OF INCORPORATION
                                       OF
                    TEKGRAF REINCORPORATION SUBSIDIARY, INC.

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           FIRST: The name of the corporation is Tekgraf Reincorporation 
Subsidiary, Inc. (the "Corporation").

           SECOND: The aggregate number of shares which the Corporation shall 
have authority to issue is Forty Million (40,000,000) shares, consisting of (i)
Thirty-One Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven
(31,666,667) shares of Class A Common Stock, $.001 par value per share (the
"Class A Common Stock"); (ii) Three Million Three Hundred Thirty-Three Thousand
Three Hundred Thirty-Three (3,333,333) shares of Class B Common Stock, $.001 par
value per share (the "Class B Common Stock"); and (iii) Five Million (5,000,000)
shares of Preferred Stock, $.001 par value per share the ("Preferred Stock").

A. Common Stock

     (1) General. The designations, preferences, limitations and relative rights
of the Class A Common Stock and the Class B Common Stock shall be in all respect
identical, except as stated in these Articles of Incorporation or as otherwise
required by law.

     (2) Voting Rights.

           (a) At each meeting of shareholders of the Corporation and upon each
proposal presented at such meeting, every holder of Class A Common Stock shall
be entitled to one vote in person or by proxy for each share of Class A Common
Stock standing in his or her name on the stock transfer records of the
Corporation and every holder of Class B Common Stock shall be entitled to five
votes in person or by proxy for each share of Class B Common Stock standing in
his or her name on the stock transfer records of the Corporation.

           (b) Except as provided in this Paragraph (2) or as may be otherwise
required by law, the holders of Class A Common Stock and Class B Common Stock
shall vote together as a single class with respect to all matters. The number of
authorized shares of Class A Common Stock or Class B Common Stock may be
increased or decreased (but not below the number of shares of such class then
outstanding) by the affirmative vote of the holders of a majority of the Class A
Common Stock and Class B Common Stock of the Corporation entitled to vote,
voting together as a single class.

           (c) Except as may be otherwise required by law or stated in any
Preferred Stock Designation (as defined in Section B of this ARTICLE SECOND),
the holders of Class A Common Stock and Class B Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, each holder of the Class A Common Stock and Class B Common Stock being
entitled to vote as provided in this Paragraph (2).

     (3) Dividends and Distributions. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of these Articles of
Incorporation, as they may be amended from time to time, holders of Class A
Common Stock and Class B Common Stock shall be entitled to receive such
dividends and other distributions in cash, in property or in shares of the
Corporation as may be declared



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thereon by the Board of Directors from time to time out of assets or funds of
the Corporation legally available therefor; provided, however, that no cash,
property or share dividend or distribution may be declared or paid on the
outstanding shares of either the Class A Common Stock or Class B Common Stock
unless an identical per share dividend or distribution is simultaneously
declared and paid on the outstanding shares of the other such class of stock;
provided further, however, that a dividend of shares may be declared and paid in
Class A Common Shares to holders of Class A Common Stock and Class B Common
Stock if the number of shares paid per share to holders of Class A Common Stock
and to holders of Class B Common Stock shall be the same. If the Corporation
shall in any manner subdivide, combine or reclassify the outstanding shares of
Class A Common Stock or Class B Common Stock, the outstanding shares of the
other such class shall be subdivided, combined or reclassified proportionally in
the same manner and on the same basis as the outstanding shares of Class A
Common Stock or Class B Common Stock, as the case may be, have been subdivided,
combined or reclassified. A dividend in shares of Class A Common Stock may be
paid to the holders of shares of any other class of the Corporation.

     (4) Common Stock Subject to Priorities of Preferred Stock. The Class A
Common Stock and Class B Common Stock are subject to all the powers, rights,
privileges, preferences and priorities of the Preferred Stock as may be stated
in these Articles of Incorporation and in any Preferred Stock Designation.

     (5) Liquidation Rights. Upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders, if any, of
the Preferred Stock of each series shall have been paid in full the amounts to
which they respectively shall be entitled, or a sum sufficient for such payment
in full shall have been set aside, the remaining net assets of the Corporation
shall be distributed pro rata on a share for share basis to the holders of the
Class A Common Stock and Class B Common Stock, subject to any Preferred Stock
Designation.

     (6) No Conversion of Class A Common Stock. The shares of Class A Common
Stock are not convertible into or exchangeable for shares of Class B Common
Stock or any other shares or securities of the Corporation.

     (7) Conversion of Class B Common Stock.

           (a) Optional Conversion. Each record holder of Class B Common Stock
is entitled, at any time or from time to time, to convert any or all of the
shares of such holder's Class B Common Stock into fully paid and non-assessable
shares of Class A Common Stock for no additional consideration, at the ratio of
one share of Class A Common Stock for each share of Class B Common Stock.

           (b) Optional Conversion Procedures.

                  (i)  Each conversion of shares pursuant to Paragraph (7)(a) 
hereof shall be effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of the
Corporation at any time during normal business hours, together with a written
notice by the holder stating the number of shares that such holder desires to
convert. Such conversion shall be deemed to have been effected as of the close
of business on the date on which such certificate or certificates have been
surrendered, and at such time, the rights of any such holder with respect to the
converted shares of such holder will cease and the person or persons in whose
name or names the certificate or certificates for shares are to be issued upon
such conversion will be deemed to have become the holder or holders of record of
such shares represented thereby.

                  (ii) Promptly after such surrender, the Corporation will issue
and deliver in accordance with the surrendering holder's instructions the
certificate or certificates for the Class A Common Stock issuable upon such
conversion and a certificate representing any Class B Common Stock which was
represented by the certificate or certificates delivered to the Corporation in
connection with such conversion, but which was not converted.


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           (c) Automatic Conversion. Each share of Class B Common Stock shall
(subject to receipt of any and all necessary approvals) convert automatically
into one fully paid and non-assessable share of Class A Common Stock (i) upon
its sale, gift or transfer, except in the case of a transfer to a trust for
which the original holder acts as sole trustee or any other holder of Class B
Common Stock; (ii) upon the death of the original holder thereof, including in
the case of the original holder having transferred the Class B Common Stock to a
trust for which the original holder served as trustee during his or her
lifetime; or (iii) upon the conversion of an aggregate of 75% of the authorized
shares of Class B Common Stock into Class A Common Stock.

           (d) Issuance Costs. The issuance of certificates upon conversion of
shares pursuant hereto will be made without charge to the holder or holders of
such shares for any issuance tax (except stock transfer tax) in respect thereof
or other costs incurred by the Corporation in connection therewith.

           (e) Reservation of Shares. Solely for the purpose of issuance upon
conversion of such shares as herein provided, the Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Class A
Common Stock such number of shares of Class A Common Stock as are then issuable
upon the conversion of all outstanding shares of Class B Common Stock. The
Corporation covenants that all shares of Class A Common Stock so issuable shall,
when so issued, be duly and validly issued, fully paid and non-assessable, and
free from liens and charges with respect to such issue. The Corporation will
take all such action as may be necessary to assure that all such shares of Class
A Common Stock may be so issued without violation of any applicable law or
regulation, or of any requirements of any national securities exchange upon
which the Class A Common Stock may be listed. The Corporation will not take any
action that results in any adjustment of the conversion ratio if the total
number of shares of Class A Common Stock issued and issuable after such action
upon conversion of the Class B Common Stock would exceed the total number of
Class A Common Stock then authorized by the Articles of Incorporation.

     (8) Reissuance of Shares. Any shares of Class B Common Stock that are
converted into shares of Class A Common Stock as provided herein shall be
retired and cancelled and shall not be reissued.

B. Preferred Stock

     The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation is hereby expressly authorized to
provide, by resolution or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the designation and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series (the "Preferred Stock Designation"). The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, determining the following:

     (1) the designation of such series, the number of shares to constitute such
series and the stated value if different from the par value thereof;

     (2) whether the shares of such series shall have voting rights, in addition
to any voting rights provided by law, and, if so, the terms of such voting
rights, which may be general or limited;

     (3) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of Preferred Stock;

     (4) whether the shares of such series shall be subject to redemption by the
Corporation, and, if so, the times, prices and other conditions of such
redemption;


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     (5)  the amount or amounts payable upon shares of such series upon, and the
rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

     (6)  whether the shares of such series shall be subject to the operation of
a retirement or sinking fund and, if so, the extent to and the manner in which
any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relating to the operation thereof;

     (7)  whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
Preferred Stock or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;

     (8)  the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of Preferred Stock;

     (9)  the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of Preferred
Stock or of any other class; and

     (10) any other powers, preferences and relative, participating, optional
and other special rights, and any qualifications, limitations and restrictions,
thereof.

     The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualification,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be cumulative.

           THIRD: The address of the Corporation's registered office in the
State of Georgia is located at 999 Peachtree Street, N.E., Suite 1400, Atlanta,
Georgia 30309 (Fulton County). The name of its registered agent at such address
is Wade H. Stribling, Esq.

           FOURTH: The name and address of the incorporator is Wade H.
Stribling, Esq., and his mailing address is c/o Nelson Mullins Riley &
Scarborough, L.L.P., First Union Plaza, 999 Peachtree Street, N.E., Suite 1400,
Atlanta, Georgia 30309.

           FIFTH: The mailing address of the principal office of the corporation
is 6000 Lake Forrest Drive, Suite 110, Atlanta, Georgia 30328.

           SIXTH: The corporation shall have no fewer than three directors, with
the actual number to be set in accordance with the Bylaws of the corporation.

           SEVENTH: A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for breach of duty
of care or other duty as a director, except for liability (1) for any
appropriation, in violation of the director's duties, of any business
opportunity of the corporation, (2) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (3) set forth in section
14-2-832 (or any successor provision or redesignation thereunder) of the Georgia
Business Corporation Code, or (4) for any transaction from which the director
derived an improper personal benefit.


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     If at any time the Georgia Business Corporation Code shall have been
amended to authorize elimination or limitation of the liability of a director,
then the liability of each director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Georgia Business Corporation
Code, as so amended, without further action by the shareholders, unless the
provisions of the Georgia Business Corporation Code, as amended, require further
action by the shareholders. Any repeal or modification of the foregoing
provisions of this Article VII shall not adversely affect the elimination or
limitation of liability or alleged liability pursuant hereto of any director of
the corporation for or with respect to any alleged act or omission of the
director occurring prior to such repeal or modification.

           EIGHTH: Shareholder action may be taken without a meeting if written
consent, setting forth the action so taken, is signed by persons who would be
entitled to vote not less than the minimum number of shares that would be
necessary to authorize or take the action, subject to the provisions of the
Georgia Business Corporation Code.

     IN WITNESS THEREOF, I have hereunto signed my name and affirm that the
statements made herein are true under the penalties of perjury, this 14th day of
July, 1998.



                                                  /s/ Wade H. Stribling
                                                  ------------------------------
                                                  Wade H. Stribling, Esq.
                                                  Incorporator



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