Exhibit 3.i.1  Amended and Restated Articles of Incorporation

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               TRANSIT GROUP, INC.


         Pursuant to Section 607.1007 of the Florida  Business  Corporation Act,
Transit Group, Inc., (the "Corporation") hereby amends and restates its Articles
of  Incorporation,  as they may have  previously been amended or restated as set
forth below:
                                 Article I. Name

    The name of this Corporation is TRANSIT GROUP, INC. (the "Corporation").


                               Article II. Purpose

                  The nature of the  business  or purposes  to be  conducted  or
promoted by the  Corporation  is to engage in any and all lawful act or activity
for which  corporations may be organized under the Florida Business  Corporation
Act as now or hereinafter in force.  The Corporation  shall possess and exercise
all of the powers and  privileges  granted by the Florida  Business  Corporation
Act, by any other law or by these  Articles,  together  with all such powers and
privileges  incidental thereto as may be necessary or convenient to the conduct,
promotion or attainment of the purposes of the Corporation.


                          Article III. Share Structure

                  (a) This  Corporation  is  authorized  to issue two classes of
stock to be designated,  respectively, "Common Stock" and "Preferred Stock." The
total  number  of  shares  which  the  Corporation  is  authorized  to  issue is
120,000,000 shares, of which 100,000,000 shares are Common Stock, $.01 par value
per share,  and 20,000,000  shares are Preferred  Stock, no par value per share.
The rights and  preferences of all  outstanding  shares of Common Stock shall be
identical.  The  holders of  outstanding  shares of Common  Stock shall have the
right to vote on all  matters  submitted  to a vote of the  stockholders  of the
Corporation, on the basis of one vote per share of Common Stock owned.

                  (b) The Preferred Stock may be issued from time to time in one
or more classes and series pursuant to a resolution or resolutions providing for
such issue  duly  adopted by the Board of  Directors  (authority  to do so being
hereby  expressly  vested in the Board of  Directors),  and such  resolution  or
resolutions shall also set forth the voting powers,  full or limited or none, of
each such class and/or series of Preferred Stock and shall fix the  preferences,
limitations  and  relative  rights  thereof.  The Board of  Directors is further
authorized  to  determine  or alter  the  rights,  preferences,  privileges  and
restrictions  granted to or imposed upon any wholly  unissued class or series of
Preferred  Stock  and to fix the  number  of  shares  of any  class or series of
Preferred  Stock and the  designation  of any such class or series of  Preferred
Stock to the fullest extent permitted by the Florida  Business  Corporation Act.
The  Board of  Directors,  within  the  limits  and  restrictions  stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares  constituting  any class or series,  may increase or decrease (but not
below the number of shares in any such  series then  outstanding)  the number of
shares thereof subsequent to the issue of shares of that series.

                              Article IV. Duration

                 The Corporation shall have perpetual existence.


                          Article V. Board of Directors

                  The business and affairs of the  Corporation  shall be managed
by or under the  direction of the Board of Directors,  which shall  exercise all
powers conferred under the laws of the State of Florida. The number of directors
shall be  determined  in  accordance  with the  Bylaws of the  Corporation.  The
election of directors of the Corporation may, but need not, be by ballot.
<PAGE>

                       Article VI. Liability of Directors

                  To  the  fullest  extent  permitted  by the  Florida  Business
Corporation  Act, as the same now exists or may hereafter be amended in a manner
more  favorable  to  directors,  a  director  of the  Corporation  shall  not be
personally  liable to the Corporation,  its stockholders or any other person for
monetary  damages for breach of fiduciary duty as a director.  If the law of the
State of Florida is amended  after the  filing of these  Articles  to  authorize
corporate  action  further  limiting or  eliminating  the personal  liability of
directors of the Corporation, then the liability of directors to the Corporation
or its  stockholders  shall be  limited  or  eliminated  to the  fullest  extent
permitted by law of the State of Florida,  as so amended from time to time.  Any
repeal or  modification of the provisions of this Article VI, either directly or
by the  adoption  of an  inconsistent  provision  of  these  Articles,  shall be
prospective  only and shall not  adversely  affect any right or  protection  set
forth herein  existing in favor of a particular  individual  at the time of such
repeal or modification.


                          Article VII. Indemnification

                  (a) The Corporation  shall  indemnify,  and upon request shall
advance expenses  (including  attorneys' fees), in the manner and to the fullest
extent  permitted by law, to any officer or director of the  Corporation (or the
estate of any such person) who was or is a party to any  threatened,  pending or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact  that such  person is or was a  director  or  officer  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, other enterprise or employee benefit plan (an "indemnitee"),  if
he or she acted in good faith and in a manner he or she  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 or
her  conduct  was  unlawful.  To  the  fullest  extent  permitted  by  law,  the
indemnification   and  advances  provided  for  herein  shall  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by the indemnitee. The indemnification provided
herein  shall not be deemed to limit the right of the  Corporation  to indemnify
any other person for any such expenses (including  attorneys' fees),  judgments,
fines and amounts paid in  settlement  to the fullest  extent  permitted by law,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

                  (b)  Notwithstanding  any provision of this Article VII to the
contrary,  the  Corporation  shall indemnify any indemnitee in connection with a
proceeding  (or  part  thereof)  initiated  by  such  indemnitee  only  if  such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
Corporation.

                  (c) Neither any  amendment nor repeal of this Article VII, nor
the adoption of any provision of this  Corporation's  Articles of  Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, with respect to any matter  occurring,  or any action or proceeding
accruing or arising or that,  but for this Article  VII,  would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.


                              Article VIII. Bylaws

                  The  Board  of  Directors  of  the  Corporation  is  expressly
authorized to make, alter or repeal bylaws of the Corporation.

                           Article IX. Corporate Books

                  The  books  of the  Corporation  may be kept  (subject  to any
provision of law) outside the State of Florida at such place or places as may be
designated  from time to time by the Board of  Directors or in the bylaws of the
Corporation.
<PAGE>
                        Article X. Stockholder Proposals

                  Advance  notice  of new  business  to be  brought  before  any
meeting of the  stockholders  and  stockholder  nominations  for the election of
directors  shall be given in the manner and to the extent provided in the Bylaws
of the Corporation.

IN WITNESS WHEREOF, the undersigned has duly executed these Amended and Restated
Articles of Incorporation on the ______ day of ________, 1999.

                               TRANSIT GROUP, INC.



ATTEST:                           BY: ____________________________________
                                      Philip A. Belyew, Chief Executive Officer
-------------------------------
Wayne N. Nellums, Secretary