FINISHMASTER INC. AND SUBSIDIARY

EXHIBIT 3.1-ARTICLES OF INCORPORATION

                            ARTICLES OF INCORPORATION
                                       OF
                               FINISHMASTER, INC.


         The  undersigned,  desiring to form a corporation  (the  "Corporation")
pursuant to the provisions of the Indiana  Business  Corporation Law (as amended
from time to time, the "Act"), executes the following Articles of Incorporation.


                                    ARTICLE 1
                                 Identification

         Section 1.01. Name. The name of the Corporation is:

                               FinishMaster, Inc.


                                    ARTICLE 2
                                     Purpose

         Section  2.01.  Purpose.  The  purpose  for  which the  Corporation  is
organized  is to engage in any lawful  business  for which  corporations  may be
incorporated under the Act.


                                    ARTICLE 3
                                  Capital Stock

         Section 3.01.  Amount. The total number of shares which the Corporation
shall have authority to issue is Eleven Million (11,000,000) shares.

         Section 3.02.  Designation of Classes,  Number and Par Value of Shares.
The shares of authorized  capital shall be divided into One Million  (1,000,000)
shares  of  Preferred  Stock,   without  par  value,  as  hereinafter   provided
("Preferred  Stock"),  and Ten  Million  (10,000,000)  shares of  Common  Stock,
without par value ("Common Stock"), as hereinafter provided.

         Section 3.03.  Rights,  Privileges,  Limitations  and  Restrictions  of
Preferred  Stock.  Shares of preferred  stock may be issued from time to time in
one or more series,  each such series to have such  distinctive  designation  or
title and to include such number of shares as may be fixed and determined by the
Board of Directors  (the "Board")  prior to the issuance of any shares  thereof.
Each such series may differ from every other series already outstanding,  as may
be determined from time to time by the Board prior to the issuance of any shares
thereof, in any or all of the following respects:

                  (i) The rate of dividend which the Preferred Stock of any such
series shall be entitled to receive and whether such series shall be entitled to
receive  a  dividend  and  whether  such   dividend   shall  be   cumulative  or
non-cumulative;

                  (ii) The amount  per share  which the  Preferred  Stock of any
such series shall be entitled to receive in cash of the redemption thereof or in
case of a voluntary liquidation  distribution or sale of assets,  dissolution or
winding  up of the  Corporation,  or in  case  of the  involuntary  liquidation,
dissolution or sale of asset, dissolution or winding up of the Corporation;

                  (iii) The relative rights,  if any, of the holder of Preferred
Stock of any such series to vote the same, and the extent,  terms and conditions
of such voting rights;

                  (iv) The right,  if any, of holders of Preferred  Stock of any
such series to convert the same into other  classes of stock,  and the terms and
conditions of such conversion; and

                  (v) The terms of the sinking  fund or  redemption  of purchase
account, if any, to be provided for the Preferred Stock of any such series.


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         The  description  and terms of the Preferred Stock of each series shall
be fixed and determined by the Board by appropriate resolution or resolutions at
or prior to the time of the authorization if the issue of the original shares of
each such  series,  shall be  summarized  in the  certificates  therefor,  and a
Certificate  containing the resolution of the Board establishing and designating
the series and prescribing the relative rights and preferences  thereof shall be
filed with the Indiana Secretary of State, which, when filed shall constitute an
amendment to the Articles of Incorporation.  All shares of Preferred Stock shall
be of equal rank,  and shall be identical  in all respects  except in respect of
the particulars  that may be fixed by the Board as hereinabove in this Article 3
provided.

         Section 3.04.  Rights,  Privileges,  Limitations  and  Restrictions  of
Common  Stock.  The  authorized  shares  of  Common  Stock  shall  have the same
preferences,  limitations and relative rights.  Each shareholder of Common Stock
shall be  entitled  to one vote for each share of Common  Stock  standing in the
shareholder's  name on the books of the Corporation on each matter voted on at a
shareholders' meeting.  Holders of outstanding Common Stock shall be entitled to
receive the net assets of the Corporation upon dissolution.

         Section 3.05. Distributions.  A distribution to shareholders may not be
made if, after giving it effect,  the  Corporation  would not be able to pay its
debts as they become due in the usual  course of  business or the  Corporation's
total assets would be less than the sum of its total liabilities.


                                    ARTICLE 4
                                    Directors

         Section 4.01. Number. The number of directors of the Corporation may be
fixed  from  time  to  time in  accordance  with  the  Code  of  By-Laws  of the
Corporation (the "By-Laws").


                                    ARTICLE 5
                                 Indemnification

         Section 5.01. Scope of Indemnity. The Corporation shall indemnify every
person who is or was a director  or officer of the  Corporation  (each of which,
together  with  such  person's  heirs,  estate,  executors,  administrators  and
personal representatives, is hereinafter referred to as an "Indemnitee") against
all liability to the fullest extent permitted by Indiana Code 23-1-37,  provided
that such person is determined  in the manner  specified by Indiana Code 23-1-37
to have met the  standard of conduct  specified  in Indiana  Code  23-1-37.  The
Corporation shall, to the fullest extent permitted by Indiana Code 23-1-37,  pay
for or reimburse the reasonable  expenses  incurred by every Indemnitee who is a
party to a proceeding in advance of final disposition of the proceeding,  in the
manner  specified by Indiana Code  23-1-37.  The foregoing  indemnification  and
advance  of  expenses  for  each  Indemnitee  shall  apply  to  service  in  the
Indemnitee's  official  capacity  with the  Corporation,  and to  service at the
Corporation's  request,  while  also  acting in an  official  capacity  with the
Corporation,   as  a  director,  officer,  partner,  member,  manager,  trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
limited liability company, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not.

         Section 5.02.  Binding Nature.  The provisions of this Article shall be
binding upon any successor to the Corporation so that each  Indemnitee  shall be
in the same position  with respect to any  resulting,  surviving,  or succeeding
entity as the Indemnitee would have been had the separate legal existence of the
Corporation  continued;  provided,  that  unless  expressly  provided  or agreed
otherwise,  this sentence shall be applicable only to an Indemnitee acting in an
official  capacity or in another  capacity  described  in Section  5.01 prior to
termination of the separate legal  existence of the  Corporation.  The foregoing
provisions  shall be deemed to create a contract  right for the benefit of every
Indemnitee if (i) any act or omission  complained of in a proceeding against the
Indemnitee,  (ii) any portion of a  proceeding,  or (iii) any  determination  or
assessment of liability, occurs while this Article is in effect.

         Section 5.03. Interpretation. All references in this Article to Indiana
Code 23-1-37 shall be deemed to include any amendment or successor thereto. When
a word or phrase used in this paragraph is defined in Indiana Code 23-1-37, such
word or  phrase  shall  have the same  meaning  in this  Article  that it has in
Indiana Code 23-1-37.  Nothing contained in this Article shall limit or preclude
the exercise of any right relating to  indemnification or advance of expenses to
any  Indemnitee  or the ability of the  Corporation  to  otherwise  indemnify or
advance expenses to any Indemnitee.


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         Section 5.04.  Severability.  If any word,  clause,  or sentence of the
foregoing provisions regarding  indemnification or advancement of expenses shall
be held invalid as contrary to law or public  policy,  it shall be severable and
the provisions remaining shall not be otherwise affected. If any court holds any
word, clause, or sentence of this paragraph invalid, the court is authorized and
empowered to rewrite  these  provisions  to achieve  their purpose to the extent
possible.


                                    ARTICLE 6
                     Registered Agent and Registered Office

         Section 6.01.  Registered Agent and Office. The name and street address
of the registered agent at the Corporation's registered office are:

                               William J. Fennessy
                               251 North Illinois
                                   Suite 1800
                           Indianapolis, Indiana 46204


                                    ARTICLE 7
                                  Incorporator

         Section 7.01.  Identification of Incorporator.  The name and address of
the incorporator are:

                               Robert H. Reynolds
                          1313 Merchants Bank Building
                                11 South Meridian
                           Indianapolis, Indiana 46204


                                    ARTICLE 8
                     Code of By-Laws; Amendments of Articles

         Section  8.01.  Code  of  By-Laws.   The  board  of  directors  of  the
Corporation shall have power, without the assent or vote of the shareholders, to
make, alter, amend or repeal the By-Laws, but the affirmative vote of the number
of directors equal to a majority of the number holding such position at the time
of such action shall be necessary to take any action for the making, alteration,
amendment or repeal of the By-Laws.

         Section 8.02.  Amendments of Articles.  The Corporation may amend these
Articles  of  Incorporation  at any time to add or  change a  provision  that is
required or  permitted  to be in the  Articles of  Incorporation  or to delete a
provision  not  required  to be in the  Articles  of  Incorporation.  Whether  a
provision is required or permitted  to be in the  Articles of  Incorporation  is
determined as of the effective date of the amendment.

         A shareholder of the Corporation  does not have a vested property right
resulting from any provision in these Articles of  Incorporation,  or authorized
to be in the  By-Laws  by the Act or the  Articles  of  Incorporation  including
provisions  relating  to  management,   control,  capital  structure,   dividend
entitlement, or purpose or duration of the Corporation.

         EXECUTED this 31st day of October, 1996.

                                               /s/ Robert H. Reynolds
                                               Robert H. Reynolds, Incorporator