EXHIBIT 3.1

                                    EXHIBIT A

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                TALX CORPORATION


                               ARTICLE ONE - NAME

     The name of the corporation (hereinafter referred to as "Corporation") is:
TALX Corporation.


                         ARTICLE TWO - REGISTERED OFFICE

     The address of the Corporation's registered office in the State of Missouri
is 1850 Borman Court, St. Louis, Missouri 63146 and the name of its registered
agent at such address is Kathleen M. Lahrmann.


                        ARTICLE THREE - AUTHORIZED SHARES

     A. CLASSES AND NUMBER OF SHARES.

     The aggregate number of shares of capital stock which the Corporation is
authorized to issue is 43,700,000 shares, consisting of 30,000,000 shares of
Common Stock, par value $0.01 per share ("Common Stock"); and 13,700,000 shares
of preferred stock, par value $0.01 per share ("Preferred Stock"), of which
8,700,000 shares of Preferred Stock have been designated as the Designated
Preferred Stock in Paragraph E below.

     B. TERMS OF THE COMMON STOCK.

     Section 1. Voting Rights. Each holder of the Common Stock shall be entitled
to one vote per share of Common Stock on all matters to be voted on by the
shareholders.

     Section 2. Dividends. If the Board of Directors shall elect to declare
dividends out of funds legally available therefor, such dividends shall be
declared on all Designated Preferred Stock, other Preferred Stock if the terms
of such series so provide, and Common Stock and the holders of Common Stock
shall share such dividends pro rata with (a) the holders of the Designated
Preferred Stock in accordance with the provisions set forth in Section E(2) of
this Article Three, (b) other Preferred Stock if the terms of such series so
provide, and (c) other holders of the Common Stock in accordance with the number
of shares of Common Stock held.
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     Section 3. Liquidation. Subject to Section E(3) of this Article Three and
the terms of any other Preferred Stock, if applicable, in the event of any
liquidation, dissolution or winding up of the Corporation, either voluntary or
involuntary, after payment of all preferential liquidation payments on
outstanding Senior Securities (as defined below), the Designated Preferred Stock
and any other Preferred Stock if the terms of such series so provide, the
holders of the Common Stock shall be entitled to receive their pro rata share of
all of the remaining assets of the Corporation legally available for
distribution, if any, along with the holders of the Designated Preferred Stock
and, in the case of any other Preferred Stock, if the terms of such series so
provide, on the basis of their respective interests in the Common Stock on an
"as if converted basis" or, in the case of any other Preferred Stock, as the
terms of such series so provide.

     Section 4. Rank. The Common Stock shall, upon liquidation, dissolution or
winding up of the affairs of the Corporation, rank (a) senior and prior to any
class or series of capital stock of the Corporation hereafter issued the terms
of which specifically provide that shares of such class or series shall rank
junior to the shares of Common Stock; (b) on a parity with any other class or
series of capital stock of the Corporation hereafter issued the terms of which
specifically provide that shares of such class or series shall rank on a parity
with the shares of Common Stock; and (c) junior to the shares of the Designated
Preferred Stock and to any other class or series of other Preferred Stock or
other capital stock of the Corporation hereafter issued unless the terms of such
class or series of other Preferred Stock or other capital stock of the
Corporation specifically provide that such series or class shall rank junior to
or on a parity with shares of the Common Stock.

     C. NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING.

     All preemptive rights and cumulative voting rights of shareholders are
hereby denied, so that no share or shares of Common Stock or Preferred Stock or
any other security or securities of the Corporation shall carry with it and no
holder or owner of any share or shares of stock or other security of the
Corporation shall have any preferential or preemptive right to acquire any
additional shares of stock of any class or series or any other security of the
Corporation or any right to vote cumulatively in the election of Directors or
for any other purpose.

     D. TERMS OF PREFERRED STOCK.

     The terms of the shares of each series of Preferred Stock shall be as
stated and expressed in these Articles of Incorporation or any amendment hereto,
or in the resolution or resolutions providing for the issuance of such series of
Preferred Stock adopted by the Board of Directors. Subject to the requirements
of The General and Business Corporation Law of Missouri (the "GBCL") and the
provisions of these Articles of Incorporation, the Board of Directors is
expressly authorized to cause any number of the authorized and undesignated
shares of Preferred Stock to be issued from time to time in one or more series
of Preferred Stock with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, if any, as the Board of Directors may fix by resolution or resolutions,
prior to the issuance of any shares of such series of Preferred Stock, each of
which series may differ from any and all other series, including, without
limiting the generality of the foregoing, the following:

          (a) The number of shares constituting such series of Preferred Stock
     and the designation thereof;

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          (b) The dividend rate, if any, on the shares of such series of
     Preferred Stock, whether and the extent to which any such dividends shall
     be cumulative or non-cumulative, the relative rights of priority, if any,
     of payments of any dividends, and the time at which, and the terms and
     conditions on which, any dividends shall be paid.

          (c) The right, if any, of the holders of shares of such series of
     Preferred Stock to vote and the manner of voting, except as may otherwise
     be provided by the GBCL and the provisions of these Articles of
     Incorporation;

          (d) The right, if any, of the holders of shares of such series of
     Preferred Stock to convert the same into, or the right, if any, of the
     Corporation to exchange the same for, another class or series of capital
     stock of the Corporation and the terms and conditions, including any
     provision for future adjustment in the conversion or exchange rate, under
     which said shares may be converted or exchanged;

          (e) The redemption or purchase price or prices of the shares of such
     series of Preferred Stock, if any, and the times at which, and the terms
     and conditions under which, the shares of such series of Preferred Stock
     may be redeemed or purchased;

          (f) The terms of the sinking fund, if any, to be provided for such
     series of Preferred Stock, and the terms and amount of any such sinking
     fund;

          (g) The rights of the holders of shares of such series of Preferred
     Stock in the event of a voluntary or involuntary liquidation, dissolution
     or winding up of the Corporation and the relative rights of priority, if
     any, of such holders with respect thereto; and

          (h) Any other relative powers, preferences and rights, and any
     qualifications, limitations or restrictions, of such series of Preferred
     Stock.

     E. SERIES A, B AND C PREFERRED STOCK.

     The Corporation has designated 8,700,000 shares of Preferred Stock as
follows:

          (i)   2,373,000 shares of Series A Convertible Preferred Stock, par
                value $0.01 per share (the "Series A Preferred Stock");

          (ii)  327,000 shares of Series B Convertible Preferred Stock, par
                value $0.01 per share (the "Series B Preferred Stock");

          (iii) 6,000,000 shares of Series C Convertible Preferred Stock, par
                value $0.01 per share (the "Series C Preferred Stock").

     The Series A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock are collectively referred to hereinafter as the "Designated
Preferred Stock."

     The preferences, powers, qualifications, special or relative rights or
privileges of the Designated Preferred Stock shall be as set forth in Sections 1
through 6, below.

     Section 1. Rank. With respect to mandatory redemption payments and rights
upon liquidation, dissolution or winding up of the affairs of the Corporation:
(a) each share of Series C Preferred Stock shall rank senior and prior to the
shares of Series A Preferred Stock and 

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Series B Preferred Stock, and each share of Series B Preferred Stock, in turn,
shall rank senior and prior to the shares of Series A Preferred Stock; (b)
shares of a series of Designated Preferred Stock shall rank on a parity with any
other class or series of capital stock of the Corporation hereafter issued for
fair value as determined by the Board of Directors of the Corporation the terms
of which specifically provide that shares of such class or series shall rank on
a parity with the shares of such series of Designated Preferred Stock; (c)
shares of a series of Designated Preferred Stock shall rank senior and prior to
the Common Stock and to any other class or series of capital stock of the
Corporation hereafter issued unless the terms of such class or series of capital
stock of the Corporation specifically provide that shares of such class or
series shall rank prior to or on a parity with the shares of such series of
Designated Preferred Stock (shares of the Common Stock and any other class or
series of capital stock of the Corporation hereafter issued the terms of which
do not specifically provide that such shares shall rank prior to or on a parity
with shares of such series of Designated Preferred Stock are hereinafter
collectively referred to as "Junior Securities"); and (d) shares of a series of
Designated Preferred Stock shall rank junior to any other class or series of
capital stock of the Corporation hereafter issued with the consent of the
holders of at least 66-2/3% of the shares of the affected series of Designated
Preferred Stock (pursuant to Section E(6) hereof) the terms of which
specifically provide that shares of such class or series shall rank senior to
shares of such series of Designated Preferred Stock (shares of such class or
series are collectively referred to as "Senior Securities"). In the event the
proceeds of mandatory redemption, liquidation, dissolution or winding up of the
Corporation are insufficient to pay the holders of shares of a series of
Preferred Stock the full amount to which they would be entitled, such proceeds
shall be paid pro rata to the holders of such series of Preferred Stock based
upon the number of shares held.

     Section 2. Dividends. If the Board of Directors shall elect to declare
dividends out of funds legally available therefor, such dividends shall be
declared on all Designated Preferred Stock and Common Stock and the holders of
the Designated Preferred Stock shall share such dividends pro rata with (a) the
holders of the Common Stock in accordance with the number of shares of Common
Stock held by such holders and (b) other holders of the Designated Preferred
Stock in accordance with the number of shares of Common Stock receivable upon
conversion of the Designated Preferred Stock held by such holders.

     Section 3. Liquidation.

     (a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Designated
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or surplus funds of the Corporation to the
holders of any Junior Securities by reason of their ownership thereof, (i) the
amount of (A) $1.90 per share for Series A or Series B Preferred Stock, and (B)
the issuance price per share of Series C Preferred Stock (in each case, the
"Issuance Price"); and (ii) an amount equal to all declared but unpaid dividends
on such shares. If upon the occurrence of such event the assets and funds
available for distribution to the holders of Designated Preferred Stock are
insufficient to permit the payment to such holders of the full preferential
liquidation amounts to which they are entitled, then the entire assets and funds
of the Corporation legally available for distribution shall be distributed
ratably among the holders of Designated Preferred Stock in proportion to the
respective liquidation amounts due to each holder in accordance with their rank
as provided in Section E(1) of this Article Three. After payment has been made
to the holders of the Designated Preferred Stock of the full preferential
liquidation amounts to which they are entitled, all remaining assets of the
Corporation legally available for distribution, if any, shall be distributed pro
rata among all holders of Designated Preferred Stock, Junior Securities and
capital stock convertible into Common Stock on the basis of their respective
interests in the Common Stock on an "as if converted" basis.

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     (b) Inclusion of Certain Transactions. For purposes of this Section 3, a
liquidation, dissolution or winding up of the Corporation shall be deemed to
include the Corporation's sale of all or substantially all of its assets or the
acquisition of the Corporation by another entity by means of merger or
consolidation resulting in the exchange of the outstanding shares of this
Corporation for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary.

     Section 4. Conversion.

     (a) Conversion Rights. The holders of Designated Preferred Stock shall have
the following conversion rights ("Conversion Rights"):

          (i) Voluntary Conversion. Subject to the provisions set forth in
Section E(5) below, every 3.5 shares of Designated Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such shares at the office of the Corporation or any transfer agent
for such stock, into one fully paid and nonassessable share of Common Stock (as
adjusted for the 1-for-3.5 reverse stock split previously effected on August 2,
1996); provided that if a fractional share of Common Stock would be deliverable
upon such conversion as a result of the aforementioned 1-for-3.5 reverse stock
split, the Corporation will pay an amount in cash equal to the fair market value
of such fractional interest, determined by the Board of Directors to be $2.00
per share (on a pre-split basis) to each holder of shares of Designated
Preferred Stock to whom such fractional interest would have been deliverable;
provided further, that if the outstanding number of shares of Common Stock are
increased or decreased through stock split, stock dividend, stock consolidation
or similar adjustment in the Corporation's outstanding capital stock, the number
of shares receivable upon conversion shall be adjusted appropriately and
proportionately such that the number of shares of Common Stock issuable after
such change shall be equal to the number and kind of shares the holder of such
Designated Preferred Stock would have held had the Designated Preferred Stock
been converted immediately prior to said event.

          (ii) Automatic Conversion. Every 3.5 shares of Designated Preferred
Stock shall automatically be converted into one share of Common Stock (as
adjusted for the 1-for-3.5 reverse stock split previously effected on August 2,
1996) in the event that (A) the Corporation completes a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock for the account of the Corporation to the public with aggregate net
proceeds to the Corporation of not less than $5,000,000, or (B) the holders of
at least 66-2/3% of all outstanding shares of Designated Preferred Stock consent
to such conversion; provided that if a fractional share of Common Stock would be
deliverable upon such conversion as a result of the aforementioned 1-for-3.5
reverse stock split, the Corporation will pay an amount in cash equal to the
fair market value of such fractional interest, determined by the Board of
Directors to be $2.00 per share (on a pre-split basis) to each holder of shares
of Designated Preferred Stock to whom such fractional interest would have been
deliverable; and provided further, that if the outstanding number of shares of
Common Stock are increased or decreased through stock split, stock dividend,
stock consolidation or other similar adjustment to the Corporation's outstanding
capital stock, the number of shares receivable upon conversion shall be adjusted
appropriately and proportionately such that the number of shares of Common Stock
issuable after such change shall be equal to the number and kind of shares the
holder of such Designated Preferred Stock would have held had the Designated
Preferred Stock been converted immediately prior to said event. In the event of
conversion upon a public offering, the persons entitled to receive the Common
Stock issuable upon such conversion of the Designated Preferred Stock shall not
be deemed to have converted their shares until immediately prior to the closing
of the sale of such securities.

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     (b) Mechanics of Conversion. Before any holder of Designated Preferred
Stock shall be entitled to convert the same into full shares of Common Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Designated Preferred
Stock, and shall give written notice to the Corporation at such office that he
elects to convert the same. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to the holder, or to the nominee of
such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder is entitled and a check payable to such holder in the
amount of any cash amounts payable as the result any declared and unpaid
dividends on the converted Designated Preferred Stock. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of the surrender of the certificate representing the shares of the Designated
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
such date. If the conversion is in connection with an underwritten offering of
securities registered pursuant to the Securities Act of 1933, as amended, then
the conversion may, at the option of any holder tendering Designated Preferred
Stock for conversion, be conditioned upon the closing with the underwriter of
the sale of securities pursuant to such offering, in which event any person
entitled to receive the Common Stock issuable upon such conversion of the
Designated Preferred Stock shall not be deemed to have converted such Designated
Preferred Stock until immediately prior to the completion of such sale of
securities.

     (c) Exercise of Voluntary Conversion Rights on Merger or Sale of Assets.

          (i) Notice. The Corporation shall give each holder of record of
Designated Preferred Stock written notice of any merger of the Corporation with
any other corporation or any other corporate reorganization in which the
Corporation is not the continuing or surviving entity of such merger or
reorganization, or of any sale of substantially all of the assets of the
Corporation. Such notice shall be given not later than 20 days prior to the
shareholders' meeting called to approve such transaction or 20 days prior to the
completion of such transaction, whichever is earlier. Such notice shall describe
the material terms and conditions of the contemplated transaction, as well as
the terms and conditions of Section E(3) above and this Section E(4)(c), setting
forth the date on which the holders of shares of Common Stock shall be entitled
to exchange their shares of Common Stock for securities or other property
deliverable upon the occurrence of such event. The Corporation shall thereafter
give such holders prompt notice of any material changes in such terms and
conditions. The transaction shall in no event take place sooner than 20 days
after the mailing by the Corporation of the notice provided for in this Section
E(4)(c)(i); provided, however, that such period may be shortened or waived upon
the written consent of the holders of at least 66-2/3% of all outstanding shares
of Designated Preferred Stock.

          (ii) Conditional Exercise of Conversion Rights. If subsequent to the
giving of notice pursuant to Section E(4)(c)(i) above but not later than 10 days
prior to the closing of such transaction, any holder of Designated Preferred
Stock elects to exercise its Conversion Rights, then the conversion may, at the
option of any holder tendering Designated Preferred Stock for conversion, be
conditioned upon the closing of such transaction, in which event the person
entitled to receive the Common Stock issuable upon such conversion of the
Designated Preferred Stock shall not be deemed to have converted such Designated
Preferred Stock until immediately prior to the closing of such transaction.

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     (d) Notices.

          (i) Events Triggering Notices. In addition to any notices otherwise
required by this Section E(4), the following events shall also cause the
Corporation to issue notices in accordance with the provisions of Section
E(4)(d)(ii) below:

               (1) a declaration by the Corporation of any dividend or
distribution upon shares of its Common Stock, whether in cash, property, stock
or other securities, whether or not a regular cash dividend and whether or not
out of earnings or earned surplus;

               (2) a pro rata offering by the Corporation to the holders of any
class or series of its stock to subscribe for any additional shares of stock of
any class or series or other rights; or

               (3) any reclassification or recapitalization by the Corporation
of its outstanding Common Stock.

          (ii) Types of Notice. At least 20 days prior to the record date for
the dividend, distribution or subscription rights referred to in Sections
E(4)(d)(i)(1) and E(4)(d)(i)(2) above or for determining rights to vote with
regard to the matters referred to in Section E(4)(d)(i)(3) above, the
Corporation shall send a notice to each holder of Designated Preferred Stock
setting forth the record or voting date and the nature of the action. Each such
written notice shall be given by personal delivery or by first class mail,
postage prepaid, addressed to each holder of Designated Preferred Stock at the
address for each such holder as shown on the books of the Corporation.
Notwithstanding the foregoing, the obligation to provide notice pursuant to this
Section B(4)(d) shall not apply to a one for three and one-half reverse stock
split, the payment of cash in lieu of fractional shares in connection therewith,
a reduction in par value of the Company's capital stock or the reduction in the
stated capital account to an amount equal to the number of shares of capital
stock multiplied by the par value thereof.

     (e) No Impairment. The Corporation will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section E(4) and in the taking of all actions that may be necessary or
appropriate to protect the Conversion Rights of the holders of the Designated
Preferred Stock against impairment.

     Section 5. Redemption.

     (a) Mandatory Redemption of the Designated Preferred Stock. On July 1,
1995, the Corporation shall, to the extent it may lawfully do so, redeem each
share of Designated Preferred Stock which has not been converted to Common Stock
by paying in cash therefor an amount per share equal to (i) the greater of: (A)
the Issuance Price, or (B) 10 times the average of consolidated earnings per
share of Common Stock for the two full fiscal years immediately preceding July
1, 1995 for each share of Designated Preferred Stock; plus (ii) any dividends
declared but not then paid (such aggregate amount per share being referred to
herein as the "Redemption Price"). For purposes of this Section E(5)(a),
earnings per share of Common Stock shall be determined in accordance with
generally accepted accounting principles applied on a consistent basis. If the
funds of the Corporation available for redemption of Designated Preferred Stock
on the Redemption Date are insufficient to redeem the total number of shares of
Designated Preferred Stock to be redeemed on such date, then those funds that
are legally 

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available shall be used to redeem the maximum possible number of the shares
ratably among the holders of the shares to be redeemed in accordance with
Section E(1).

     (b) Notice of Redemption. At least 45 days but no more than 60 days prior
to the date fixed for any redemption of Designated Preferred Stock (the
"Redemption Date"), written notice (the "Redemption Notice") shall be mailed,
postage prepaid, to each holder of record at the close of business on the
business day next preceding the day on which notice is given, at the address
last shown on the records of this Corporation for such holder (or at the address
given by the holder to the Corporation for the purpose of notice or if no such
address appears or is given, at the place where the principal executive office
of the Corporation is located), notifying such holder of (i) the Designated
Preferred Stock to be redeemed, (ii) specifying the Redemption Date, the
applicable Redemption Price, the place at which payment may be obtained, and the
date on which such holder's Conversion Rights as to such shares terminate and
(iii) calling upon such holder to surrender to the Corporation, in the manner
and at the place designated, his certificate or certificates representing the
shares to be redeemed. Except as provided in Section E(5)(c) below, on or after
the close of business on the Redemption Date, each holder of Designated
Preferred Stock to be redeemed shall surrender to the Corporation the
certificate or certificates representing such shares in the manner and at the
place designated in the Redemption Notice. Thereupon, the Redemption Price of
such shares shall be payable to the order of the person whose name appears on
such certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled. If less than all the shares represented by such
certificate are redeemed, then a new certificate shall be issued representing
the unredeemed shares.

     (c) Cessation of Rights. From and after the Redemption Date, unless there
has been a default in payment of the Redemption Price, all dividends, if any, on
the Designated Preferred Stock designated for redemption in the Redemption
Notice shall cease to accrue, all rights of the holders of such shares as
holders of shares of Designated Preferred Stock (except the right to receive the
Redemption Price without interest upon surrender of their certificate or
certificates) shall cease with respect to such shares and such shares shall not
thereafter be transferred on the books of this Corporation or be deemed to be
outstanding for any purpose whatsoever; provided, however, that any shares of
Designated Preferred Stock not redeemed shall remain outstanding and entitled to
all the rights and preferences provided herein (specifically including but not
limited to Conversion Rights) as if such shares had not been called for
redemption. At any time thereafter when additional funds of the Corporation are
legally available for the redemption of any unredeemed shares of Designated
Preferred Stock, such funds shall immediately be set aside for the redemption of
the balance of the shares that the Corporation was obligated to redeem on the
Redemption Date.

     (d) Deposit of Redemption Price. Three days prior to the Redemption Date,
the Corporation shall deposit an amount equal to the total amount required to
redeem all outstanding shares of Designated Preferred Stock designated for
redemption in the Redemption Notice and not yet converted with a bank or trust
company having aggregate capital and surplus in excess of $50,000,000 as a trust
fund for the benefit of the respective holders of the shares to be redeemed.
Simultaneously, the Corporation shall provide such bank or trust company with
irrevocable instructions to pay to each holder for each share of Designated
Preferred Stock surrendered, on and after the Redemption Date, the Redemption
Price upon surrender of the certificate representing such a share. Any monies
deposited by the Corporation pursuant to this Section E(5)(d) for the redemption
of shares that are thereafter converted into shares of Common Stock shall be
returned to the Corporation forthwith upon such conversion. The balance of any
monies so deposited by the Corporation which have not been claimed by
stockholders or returned to the Corporation because the shares were converted at
the expiration of the 1-year period following the Redemption Date shall
thereafter be returned to the Corporation, provided that

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the shareholder to which such monies would be payable hereunder shall be
entitled, upon proof of its ownership of the Designated Preferred Stock and
payment of any bond requested by the Company, to receive such monies from the
Corporation. Monies deposited on or after the Redemption Date shall not bear
interest. The Corporation shall bear the administrative costs for the trust
fund.

     (e) Waiver of Mandatory Redemption. The mandatory redemption obligation of
the Corporation contained in this Section 5 was waived prior to July 1, 1995 and
became and shall be null and void and without effect.

     Section 6. Voting Rights. Except as otherwise required by law or these
Articles, in connection with all matters to be voted upon by the Corporation's
shareholders, all shareholders shall vote as a single class, with each share of
Designated Preferred Stock issued and outstanding having the number of votes
equal to the number of shares of Common Stock into which the share of Designated
Preferred Stock is convertible. Notwithstanding any other provision of this
Article Three to the contrary, in addition to any other rights provided by law,
so long as at least 250,000 shares of Designated Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the affirmative
vote or written consent of the holders of not less than 66-2/3% of the shares of
Designated Preferred Stock outstanding, take any of the following actions:

     (a) amend or repeat any provision of, or add any provision to, this
Corporation's Articles of Incorporation or Bylaws, if such action would
materially and adversely alter or change the preferences, rights, privileges or
powers of, or the restrictions provided for the benefit of the holders of shares
of the Designated Preferred Stock (this specifically includes but is not limited
to any change in the number of directors, indemnification of directors or change
in this Section E(6));

     (b) authorize or issue shares of any class of stock having any preference
or priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Designated Preferred Stock, or authorize or issue
shares of stock of any class or any convertible bonds, convertible debentures,
convertible notes or other obligations that are convertible into or exchangeable
for, or have option rights to purchase, any shares of stock of this Corporation
having any preference or priority as to dividends or assets superior to or on a
parity with any such preference or priority of the Designated Preferred Stock;

     (c) reclassify any securities into shares having any preference or priority
as to dividends or assets superior to or on a parity with any such preference or
priority of any series of the Designated Preferred Stock;

     (d) pay or declare any dividend on any Junior Securities (except dividends
payable solely in shares of Common Stock) or apply any of the Corporation's
assets to the redemption, retirement, purchase or acquisition, directly or
indirectly, through subsidiaries or otherwise, of any Junior Securities, except
from employees or directors or consultants of the Corporation upon termination
of employment or services pursuant to the terms of restrictive stock agreements
entered into with such employees, directors or consultants; or

     (e) sell, convey or otherwise dispose of or encumber all or substantially
all of the Corporation's property or business or merge into or consolidate with
any other corporation (other than a wholly owned subsidiary corporation) or
effect any transaction or series of related transactions in which more than 50%
of the voting power of the Corporation is disposed of.

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                           ARTICLE FOUR - INCORPORATOR

     The name and place of residence of the incorporator of the Corporation is:

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

                   Joan M. Knoll                 1454 A DeSoto
                                            St. Louis, Missouri 63107


                            ARTICLE FIVE - DIRECTORS

     A. NUMBER AND CLASSIFICATION.

     The number of Directors to constitute the Board of Directors is five.
Hereafter, the number of Directors shall be fixed by or in the manner provided
in the Bylaws of the Corporation, but in no event shall there be less than three
(3) Directors. The Directors shall be divided into three classes, as nearly
equal in number as reasonably possible, with the mode of such classification to
be provided for in the Bylaws of the Corporation. Directors other than certain
Directors constituting the existing Board of Directors shall be elected to hold
office for a term of three years, with the term of office of one class expiring
each year. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock of the Corporation, other than shares of Common
Stock, shall have the right, voting separately by class or series, to elect
Directors, the election, term of office, filling of vacancies and other features
of such directorship shall be governed by the terms of the Articles of
Incorporation of the Corporation or any Certificate of Designation thereunder
applicable thereto; and such directors so elected shall not be divided into
classes pursuant to this Article 5A unless expressly provided by such terms. As
used in these Articles of Incorporation, the term "entire Board of Directors" or
the "entire Board" means the total number of Directors fixed by, or in
accordance with, these Articles of Incorporation and the Bylaws of the
Corporation.

     B. REMOVAL OF DIRECTORS.

     Subject to the rights, if any, of the holders of any class of capital stock
of the Corporation (other than the Common Stock) then outstanding or any
limitation imposed by law, (1) any Director, or the entire Board of Directors,
may be removed from office at any time prior to the expiration of his, her or
their term of office only for cause and only by the affirmative vote of the
holders of record of outstanding shares representing at least 85% of all of the
then outstanding shares of capital stock of the Corporation then entitled to
vote generally in the election of Directors, voting together as a single class
at a special meeting of shareholders called expressly for that purpose (such
vote being in addition to any required class or other vote); and (2) any
Director may be removed from office by the affirmative vote of a majority of the
entire Board of Directors at any time prior to the expiration of his or her term
of office, as provided by law, in the event that the Director fails to meet any
qualifications stated in the Bylaws for election as a Director or in the event
that the Director is in breach of any agreement between the Director and the
Corporation relating to the Director's service as a Director or employee of the
Corporation.

                                       10
<PAGE>

     C. VACANCIES.

     Subject to the rights, if any, of the holders of any class of capital stock
of the Corporation (other than the Common Stock) then outstanding, any vacancies
in the Board of Directors which occur for any reason prior to the expiration of
the respective term of office of the class in which the vacancy occurs,
including vacancies which occur by reason of an increase in the number of
Directors, shall be filled only by the Board of Directors, acting by the
affirmative vote of a majority of the remaining Directors then in office
(although less than a quorum).


                             ARTICLE SIX - DURATION

     The duration of the Corporation is perpetual.


                            ARTICLE SEVEN - PURPOSES

     The Corporation is formed to engage in any lawful act or activity for which
a corporation now or hereafter may be organized under the laws of the State of
Missouri.


                       ARTICLE EIGHT - AMENDMENT OF BYLAWS

     The Bylaws of the Corporation may be amended, altered, changed or repealed,
and a provision or provisions inconsistent with the provisions of the Bylaws as
they may exist from time to time may be adopted, only by a majority of the
entire Board of Directors.


                         ARTICLE NINE - INDEMNIFICATION

     A. ACTIONS INVOLVING DIRECTORS AND OFFICERS.

     The Corporation shall indemnify each person (other than a party plaintiff
suing on his or her own behalf or in the right of the Corporation) who at any
time is serving or has served as a Director or officer of the Corporation
against any claim, liability or expense incurred as a result of such service, or
as a result of any other service on behalf of the Corporation, or service at the
request of the Corporation as a director, officer, employee, member, or agent of
another corporation, partnership, joint venture, trust, trade or industry
association, or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit), to the maximum extent permitted by law. Without
limiting the generality of the foregoing, the Corporation shall indemnify any
such person who was or is a party (other than a party plaintiff suing on his or
her behalf or in the right of the Corporation), or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, but not
limited to, an action by or in the right of the Corporation) by reason of such
service against expenses (including, without limitation, attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding.

                                       11
<PAGE>

     B. ACTIONS INVOLVING EMPLOYEES OR AGENTS.

          1. Permissive Indemnification. The Corporation may, if it deems
appropriate and as may be permitted by this Article Nine, indemnify any person
(other than a party plaintiff suing on his or her own behalf or in the right of
the Corporation) who at any time is serving or has served as an employee or
agent of the Corporation against any claim, liability or expense incurred as a
result of such service, or as a result of any other service on behalf of the
Corporation, or service at the request of the Corporation as a director,
officer, employee, member, or agent of another corporation, partnership, joint
venture, trust, trade or industry association, or other enterprise (whether
incorporated or unincorporated, for-profit or not-for-profit), to the maximum
extent permitted by law or to such lesser extent as the Corporation, in its
discretion, may deem appropriate. Without limiting the generality of the
foregoing, the Corporation may indemnify any such person who was or is a party
(other than a party plaintiff suing on his or her own behalf or in the right of
the Corporation), or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, but not limited to, an action by or
in the right of the Corporation) by reason of such service, against expenses
(including, without limitation, attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding.

          2. Mandatory Indemnification. To the extent that an employee or agent
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section B.1 of this Article Nine,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the action, suit or preceding.

     C. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES.

     Any indemnification required under Section A of this Article Nine or
authorized by the Corporation in a specific case pursuant to Section B of this
Article Nine (unless ordered by a court) shall be made by the Corporation unless
a determination is made reasonably and promptly that indemnification of the
Director, officer, employee or agent is not proper under the circumstances
because he or she has not met the applicable standard of conduct set forth in or
established pursuant to this Article Nine. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by majority
vote of the shareholders; provided that no such determination shall preclude an
action brought in an appropriate court to challenge such determination.

     D. ADVANCE PAYMENT OF EXPENSES.

     Expenses incurred by a person who is or was a Director or officer of the
Corporation in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of an action, suit
or proceeding, and expenses incurred by a person who is or was an employee or
agent of the Corporation in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors, in
either case upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in or pursuant to this Article Nine.

                                       12
<PAGE>

     E. ARTICLE NINE PROVISIONS NOT EXCLUSIVE RIGHT.

     The indemnification provided by this Article Nine shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled, whether under the Bylaws of the Corporation or any statute, agreement,
vote of shareholders or disinterested Directors or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office.

     F. INDEMNIFICATION AGREEMENTS AUTHORIZED.

     Without limiting the other provisions of this Article Nine, the Corporation
is authorized from time to time, without further action by the shareholders of
the Corporation, to enter into agreements with any Director, officer, employee
or agent of the Corporation providing such rights of indemnification as the
Corporation may deem appropriate, up to the maximum extent permitted by law. Any
agreement entered into by the Corporation with a Director may be authorized by
the other Directors, and such authorization shall not be invalid on the basis
that different or similar agreements may have been or may thereafter be entered
into with other Directors.

     G. STANDARD OF CONDUCT.

     Except as may otherwise be permitted by law, no person shall be indemnified
pursuant to this Article Nine (including without limitation pursuant to any
agreement entered into pursuant to Section F of this Article Nine) from or on
account of such person's conduct which is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct. The
Corporation may (but need not) adopt a more restrictive standard of conduct with
respect to the indemnification of any employee or agent of the Corporation.

     H. INSURANCE.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was otherwise serving on behalf or at the request of the Corporation in
any capacity against any claim, liability or expense asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article Nine.

                                       13
<PAGE>

     I. CERTAIN DEFINITIONS.

     For the purposes of this Article Nine:

          1. Service in Representative Capacity. Any Director or officer of the
Corporation who shall serve as a director, officer or employee of any other
corporation, partnership, joint venture, trust or other enterprise of which the
Corporation, directly or indirectly, is or was the owner of 20% or more of
either the outstanding equity interests or the outstanding voting stock (or
comparable interests), shall be deemed to be so serving at the request of the
Corporation, unless the Board of Directors of the Corporation shall determine
otherwise. In all other instances where any person shall serve as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise of which the Corporation is or was a stockholder or
creditor, or in which it is or was otherwise interested, if it is not otherwise
established that such person is or was serving as a director, officer, employee
or agent at the request of the Corporation, the Board of Directors of the
Corporation may determine whether such service is or was at the request of the
Corporation, and it shall not be necessary to show any actual or prior request
for such service.

          2. Predecessor Corporations. References to a corporation include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of a constituent corporation or is or was serving at
the request of a constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
Nine with respect to the resulting or surviving corporation as he or she would
if he or she had served the resulting or surviving corporation in the same
capacity.

          3. Service for Employee Benefit Plan. The term "other enterprise"
shall include, without limitation, employee benefit plans and voting or taking
action with respect to stock or other assets therein; the term "serving at the
request of the Corporation" shall include, without limitation, any service as a
director, officer, employee or agent of a corporation which imposes duties on,
or involves services by, a director, officer, employee or agent with respect to
any employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have satisfied any standard of care required by or pursuant to this
Article Nine in connection with such plan; the term "fines" shall include,
without limitation, any excise taxes assessed on a person with respect to an
employee benefit plan and shall also include any damages (including treble
damages) and any other civil penalties.

     J. SURVIVAL.

     Any indemnification rights provided pursuant to this Article Nine shall
continue as to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. Notwithstanding any other provisions in these Articles of
Incorporation, any indemnification rights arising under or granted pursuant to
this Article Nine shall survive amendment or repeal of this Article Nine with
respect to any acts or omissions occurring prior to the effective time of such
amendment or repeal and persons to whom such indemnification rights are given
shall be entitled to rely upon such indemnification rights with respect to such
acts or omissions as a binding contract with the Corporation.

                                       14
<PAGE>

     K. LIABILITY OF THE DIRECTORS.

     It is the intention of the Corporation to limit the liability of the
Directors of the Corporation, in their capacity as such, whether to the
Corporation, its shareholders or otherwise, to the fullest extent permitted by
law. Consequently, should the GBCL or any other applicable law be amended or
adopted hereafter so as to permit the elimination or limitation of such
liability, the liability of the Directors of the Corporation shall be so
eliminated or limited without the need for amendment of these Articles or
further action on the part of the shareholders of the Corporation.


              ARTICLE TEN - AMENDMENT OF ARTICLES OF INCORPORATION

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on the
shareholders, Directors and officers of the Corporation are subject to this
reserved power; provided, that (in addition to any required class or other vote)
the affirmative vote of the holders of record of outstanding shares representing
at least 85% of all of the outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of Directors, voting
together as a single class, shall be required to amend, alter, change or repeal,
or adopt any provision or provisions inconsistent with, Articles Five, Eight,
Nine, or this Article Ten of these Articles of Incorporation.

                                       15
<PAGE>
                     AMENDMENT OF ARTICLES OF INCORPORATION
                                       OF
                                TALX CORPORATION


     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certifies the following:

     (1) The present name of the corporation is TALX Corporation. The name under
which it was originally organized was Interface Technology, Inc.

     (2) The following amendment to the corporation's Articles of Incorporation
was adopted by the shareholders on July 31, 1996.

     (3) Article Three is hereby amended and is attached hereto as Exhibit A.

     (4) Of the 11,302,355 shares outstanding, 11,302,355 shares were entitled
to vote on such amendment. The number of outstanding shares entitled to vote
thereon as a class was as follows:

                                                          Number of
          Class                                       Outstanding Shares
          ------------------------------------------  ------------------

          Common....................................      8,673,296
          Series A Preferred........................      1,776,441
          Series B Preferred........................        236,873
          Series C Preferred........................        615,745

     (5) The number of shares voted for and against the amendment was as
follows:

          Class                          No. Voted For  No. Voted Against
          -----------------------------  -------------  -----------------

          Common.......................     8,347,713             0
          Series A Preferred...........     1,775,934             0
          Series B Preferred...........       236,873             0
          Series C Preferred...........       568,245             0

     (6) If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is:

                                    $350,000

     (7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:

                                       N/A
<PAGE>

     IN WITNESS WHEREOF, the undersigned President of the corporation has
executed this instrument and its Secretary has attested to said instrument on
the 23rd day of October, 1996.

                                       TALX CORPORATION

(CORPORATE SEAL) [NONE]

ATTEST:                                By  William W. Canfield
                                           -------------------------------------
                                           William W. Canfield
                                           President and Chief Executive Officer

Craig N. Cohen
---------------------------------------
Craig N. Cohen
Secretary


STATE OF MISSOURI                   )
                                    )  SS.
COUNTY OF ST. LOUIS                 )

     I, Linda K. Ensor, a notary public, do hereby certify that on this 23rd day
of October, 1996, personally appeared before me William W. Canfield who, being
by me first duly sworn, declared that he is the President of TALX Corporation,
that he signed the foregoing document as President of the corporation, and that
the statements therein contained are true.


[SEAL]                                  Linda K. Ensor
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:

        LINDA K. ENSOR
NOTARY PUBLIC STATE OF MISSOURI
       ST. LOUIS COUNTY
MY COMMISSION EXP. NOV 29, 1998

                                                 FILED AND CERTIFICATE
                                                         ISSUED
                                                      OCT 25 1996

                                                  REBECCA MCDOWELL COOK
                                                    SECRETARY OF STATE

                                        2

<PAGE>
                                                                       EXHIBIT A

                        ARTICLE THREE--AUTHORIZED SHARES

     A. Classes and Number of Shares

     The aggregate number of shares of capital stock which the Corporation is
authorized to issue is 35,000,000 shares, consisting of 30,000,000 shares of
Common Stock, par value $0.01 per share ("Common Stock"); and 5,000,000 shares
of preferred stock, par value $0.01 per share ("Preferred Stock").

     B. Voting Rights of the Common Stock

     Each holder of the Common Stock shall be entitled to one vote per share of
Common Stock on all matters to be voted on by the shareholders.

     C. No Preemptive Rights or Cumulative Voting

     All preemptive rights and cumulative voting rights of shareholders are
hereby denied, so that no share or shares of Common Stock or Preferred Stock or
any other security or securities of the Corporation shall carry with it and no
holder or owner of any share or shares of stock or other security of the
Corporation shall heave any preferential or preemptive right to acquire any
additional shares of stock of any class or series or any other security of the
Corporation or any right to vote cumulatively in the election of Directors or
for any other purpose.

     D. Terms of Preferred Stock

     The terms of the shares of each series of Preferred Stock shall be as
stated and expressed in these Articles of Incorporation or any amendment hereto,
or in the resolution or resolutions providing for the issuance of such series of
Preferred Stock adopted by the Board of Directors. Subject to the requirements
of The General and Business Corporation Law of Missouri (the "GBCL") and the
provisions of these Articles of Incorporation, the Board of Directors is
expressly authorized to cause any number of the authorized and undesignated
shares of Preferred Stock to be issued from time to time in one or more series
of Preferred Stock with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, if any, as the Board of Directors may fix by resolution or resolutions,
prior to the issuance of any shares of such series of Preferred Stock, each of
which series may differ from any and all other series, including, without
limiting the generality of the foregoing, the following:

     (a) The number of shares constituting such series of Preferred Stock and
the designation thereof;
<PAGE>

     (b) The dividend rate, if any, on the shares of such series of Preferred
Stock, whether and the extent to which any such dividends shall be cumulative or
non-cumulative, the relative rights of priority, if any, of payments of any
dividends, and the time at which, and the terms and conditions on which, any
dividends shall be paid;

     (c) The right, if any, of the holders of shares of such series of Preferred
Stock to vote and the manner of voting, except as may otherwise be provided by
the GBCL and the provisions of these Articles of Incorporation;

     (d) The right, if any, of the holders of shares of such series of Preferred
Stock to convert the same into, or the right, if any, of the Corporation to
exchange the same for, another class or series of capital stock of the
Corporation and the terms and conditions, including any provision for future
adjustment in the conversion or exchange rate, under which said shares may be
converted or exchanged;

     (e) The redemption or purchase price or prices of the shares of such series
of Preferred Stock, if any, and the times at which, and the terms and conditions
under which, the shares of such series of Preferred Stock may be redeemed or
purchased;

     (f) The terms of the sinking fund, if any, to be provided for such series
of Preferred Stock, and the terms and amount of any such sinking fund;

     (g) The rights of the holders of shares of such series of Preferred Stock
in the event of a voluntary or involuntary liquidation, dissolution or winding
up of the Corporation and the relative rights of priority, if any, of such
holders with respect thereto; and

     (h) Any other relative powers, preferences and rights, and any
qualifications, limitations or restrictions, of such series of Preferred Stock.

                                        2