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                                                            EXHIBIT 3.1

                          SECOND AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION

                                       OF

                              BEST SOFTWARE, INC.


1.            The name of the Corporation is BEST SOFTWARE, INC.

2.            The purpose of the Corporation is to create, market, distribute 
         and otherwise deal in computer software and related products. In
         addition, the Corporation shall have the power to carry on business of
         any character whatsoever, that is not prohibited by law.

3.            The Corporation shall have the power to issue 40,000,000 shares of
         Common Stock, having no par value ("Common Stock"), and 1,000,000
         shares of Preferred Stock, having a par value of $.01 per share
         ("Preferred Stock").

         A.   COMMON STOCK.

              (1)   General. The voting, dividend and liquidation rights of
         the holders of the Common Stock are subject to and qualified by the
         rights of the holders of the Preferred Stock of any series as may be
         designated by the Board of Directors upon any issuance of the
         Preferred Stock of any series.

              (2)   Voting. The holders of the Common Stock are entitled to
         one vote for each share held at all meetings of shareholders (and
         written actions in lieu of meetings). There shall be no cumulative
         voting.

              (3)   Dividends. Dividends may be declared and paid on the
         Common Stock from funds lawfully available therefor as and when
         determined by the Board of Directors and subject to any preferential
         dividend rights of any then outstanding Preferred Stock.

              (4)   Liquidation. Upon the dissolution or liquidation of the
         Corporation, whether voluntary or involuntary, holders of Common Stock
         will be entitled to receive all assets of the Corporation available
         for distribution to its shareholders, subject to any preferential
         rights of any then outstanding Preferred Stock.

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         B.   PREFERRED STOCK.

              Preferred Stock may be issued from time to time in one or
         more series, each of such series to have such terms as stated or
         expressed herein and in the resolution or resolutions providing for
         the issue of such series adopted by the Board of Directors of the
         Corporation as hereinafter provided. Any shares of Preferred Stock
         which may be redeemed, purchased or acquired by the Corporation may be
         reissued except as otherwise provided by law. Different series of
         Preferred Stock shall not be construed to constitute different classes
         of shares for the purposes of voting by classes unless expressly
         provided.

              Authority is hereby expressly granted to the Board of Directors 
         from time to time to issue the Preferred Stock in one or more series,
         and in connection with the creation of any such series, by resolution
         or resolutions providing for the issue of the shares thereof, to
         determine and fix 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, including without limitation thereof, dividend
         rights, conversion rights, redemption privileges and liquidation
         preferences, as shall be stated and expressed in such resolutions, all
         to the full extent now or hereafter permitted by the Virginia Stock
         Corporation Act. Without limiting the generality of the foregoing, the
         resolutions providing for issuance of any series of Preferred Stock
         may provide that such series shall be superior or rank equally or be
         junior to the Preferred Stock of any other series to the extent
         permitted by law. Except as otherwise provided in these Articles of
         Incorporation, no vote of the holders of the Preferred Stock or Common
         Stock shall be a prerequisite to the designation or issuance of any
         shares of any series of the Preferred Stock authorized by and
         complying with the conditions of these Articles of Incorporation, the
         right to have such vote being expressly waived by all present and
         future holders of the capital stock of the Corporation.

4.            The number of directors shall be fixed in accordance with the 
         provisions of the Corporation's By-laws.

5.            Indemnification and Exculpation.

         A.                In this Article 5:

              "applicant" means the person seeking indemnification pursuant to 
              this Article 5.

              "expenses" includes counsel fees.

              "liability" means the obligation to pay a judgment, settlement,
              penalty, fine, including any excise tax assessed with respect to
              an employee benefit plan, or reasonable expenses incurred with
              respect to a proceeding.

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              "party" includes an individual who was, is, or is threatened to
              be made a named defendant or respondent in a proceeding.

              "proceeding" means any threatened, pending, or completed action,
              suit, or proceeding, whether civil, criminal, administrative or
              investigative and whether formal or informal.

         B.   In any proceeding brought by or in the right of the Corporation or
         brought by or on behalf of shareholders of the Corporation, no
         director or officer of the Corporation shall be liable to the
         Corporation or its shareholders for monetary damages with respect to
         any transaction, occurrence or course of conduct, except for liability
         resulting from such person's having engaged in willful misconduct or a
         knowing violation of the criminal law or any federal or state
         securities law.

         C.   The Corporation shall indemnify (1) any person who was or is a
         party to any proceeding, including a proceeding brought by a
         shareholder in the right of the Corporation or brought by or on behalf
         of shareholders of the Corporation, by reason of the fact that he is
         or was a director, or officer, employee or agent of the Corporation,
         or (2) any director or officer who is or was serving at the request of
         the Corporation as a director, trustee, partner, employee, agent or
         officer of another corporation, partnership, joint venture, trust,
         employee benefit plan or other enterprise, against any liability
         incurred by him in connection with such proceeding unless he engaged
         in willful misconduct or a knowing violation of the criminal law. A
         person is considered to be serving an employee benefit plan at the
         Corporation's request if his duties to the Corporation also impose
         duties on, or otherwise involve services by, him to the plan or to
         participants in or beneficiaries of the plan. The Board of Directors
         is hereby empowered, by a majority vote of a quorum of disinterested
         directors, to enter into a contract to indemnify any director or
         officer in respect of any proceedings arising from any act or
         omission, whether occurring before or after the execution of such
         contract.

         D.   The provisions of this Article 5 shall be applicable to all
         proceedings commenced after the adoption hereof by the shareholders of
         the Corporation, arising from any act or omission, whether occurring
         before or after such adoption. No amendment or repeal of this Article
         5 shall have any effect on the rights provided under this Article 5
         with respect to any act or omission occurring prior to such amendment
         or repeal. The Corporation shall promptly take all such actions, and
         make all such determinations, as shall be necessary or appropriate to
         comply with its obligation to make any indemnity under this Article 5
         and shall promptly pay or reimburse all reasonable expenses, including
         attorneys' fees, incurred by any such director, officer, employee or
         agent in connection with such actions and determinations or
         proceedings of any kind arising therefrom.

         E.   The termination of any proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not of itself create a presumption

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         that the applicant did not meet the standard of conduct described in
         Section B or C of this Article 5.

         F.   Any indemnification under Section C of this Article 5 (unless
         ordered by a court) shall be made by the Corporation only as
         authorized in the specific case upon a determination that
         indemnification of the applicant is permissible in the circumstances
         because he has met the applicable standard of conduct set forth in
         Section C of this Article 5.

              The determination shall be made:

              (1)   By the Board of Directors by a majority vote of a quorum 
         consisting of directors not at the time parties to the proceeding;

              (2)   If a quorum cannot be obtained under subsection (1) of
         this Section F, by majority vote of a committee duly designated by the
         Board of Directors (in which designation directors who are parties may
         participate), consisting solely of two or more directors not at the
         time parties to the proceeding;

              (3)   By special legal counsel:

                    (a)      Selected by the Board of Directors or its committee
         in the manner prescribed in subsection (1) or (2) of this Section F;
         or

                    (b)      If a quorum of the Board of Directors cannot be
         obtained under subsection (1) of this Section F and a committee cannot
         be designated under subsection (2) of this Section F, selected by
         majority vote of the full Board of Directors, in which selection
         directors who are parties may participate; or

              (4)   By the shareholders, but shares owned by or voted under
         the control of directors who are at the time parties to the proceeding
         may not be voted on the determination.

                    Any evaluation as to reasonableness of expenses shall be 
         made in the same manner as the determination that indemnification is
         appropriate, except that if the determination is made by special legal
         counsel, such evaluation as to reasonableness of expenses shall be
         made by those entitled under subsection (3) of this Section F of this
         Article 5 to select counsel.

                    Notwithstanding the foregoing, in the event there has been a
         change in the composition of a majority of the Board of Directors
         after the date of the alleged act or omission with respect to which
         indemnification is claimed, any determination as to indemnification
         and advancement of expenses with respect to any claim for

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         indemnification made pursuant to this Article 5 shall be made by
         special legal counsel agreed upon by the Board of Directors and the
         applicant. If the Board of Directors and the applicant are unable to
         agree upon such special legal counsel, the Board of Directors and the
         applicant each shall select a nominee, and the nominees shall select
         such special legal counsel.

         G.   (1)   The Corporation shall pay for or reimburse the reasonable 
         expenses incurred by any applicant who is a party to a proceeding in
         advance of final disposition of the proceeding or the making of any
         determination under Section C of this Article 5 if the applicant
         furnishes the Corporation:

                    (a)      a written statement of his good faith belief that 
         he has met the standard of conduct described in Section C of this
         Article 5; and

                    (b)      a written undertaking, executed personally or on
         his behalf, to repay the advance if it is ultimately determined that
         he did not meet such standard of conduct.

              (2)   The undertaking required by paragraph (b) of subsection
         (1) of this Section shall be an unlimited general obligation of the
         applicant but need not be secured and may be accepted without
         reference to financial ability to make repayment.

              (3)   Authorizations of payments under this section shall be
         made by the persons specified in Section F of this Article 5 upon a
         determination that the facts then known to those making the
         determination would not preclude indemnification under this Article 5.

         H.   The Corporation may purchase and maintain insurance to indemnify 
         it against the whole or any portion of the liability assumed by it in
         accordance with this Article 5 and may also procure insurance, in such
         amounts as the Board of Directors may determine, on behalf of any
         person who is or was a director, officer, employee or agent 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, employee benefit plan or other
         enterprise, against any liability asserted against or incurred by him
         in any such capacity or arising from his status as such, whether or
         not the Corporation would have power to indemnify him against such
         liability under the provisions of this Article 5.

         I.   Every reference herein to directors, officers, employees or agents
         shall include former directors, officers, employees and agents and
         their respective heirs, executors and administrators. The
         indemnification hereby provided and provided hereafter pursuant to the
         power hereby conferred by this Article 5 on the Board of Directors
         shall not be exclusive of any other rights to which any person may be
         entitled, including any right

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         under policies of insurance that may be purchased and maintained by
         the Corporation or others, with respect to claims, issues or matters
         in relation to which the Corporation would not have the power to
         indemnify such person under the provisions of this Article 5. Such
         rights shall not prevent or restrict the power of the Corporation to
         make or provide for any further indemnity, or provisions for
         determining entitlement to indemnity, pursuant to one or more
         indemnification agreements, bylaws, or other arrangements (including,
         without limitation, creation of trust funds or security interests
         funded by letters of credit or other means) approved by the Board of
         Directors (whether or not any of the directors of the Corporation
         shall be a party to or beneficiary of any such agreements, bylaws or
         arrangements); provided, however, that any provision of such
         agreements, bylaws or other arrangements shall not be effective if and
         to the extent that it is determined to be contrary to this Article or
         applicable laws of the Commonwealth of Virginia.

         J.   Each provision of this Article 5 shall be severable, and an 
         adverse determination as to any such provision shall in no way affect
         the validity of any other provision.

6.       No holder of (a) stock of any class of the Corporation, whether now or
         hereafter authorized, (b) any warrants, rights or options to purchase
         such stock, or (c) any securities or obligations convertible into any
         such stock or into any warrants, rights or options to purchase any
         such stock (the interests referred to in clauses (a), (b) and (c)
         being hereinafter referred to as "Equity Interest") shall have (i) any
         pre-emptive right to purchase or subscribe to any Equity Interests
         that may hereafter be created, issued or sold or (ii) any right of
         subscription to any Equity Interest.

7.       This Article 7 is inserted for the management of the business and for
         the conduct of the affairs of the Corporation, and it is expressly
         provided that it is intended to be in furtherance and not in
         limitation or exclusion of the powers conferred by the Virginia Stock
         Corporation Act.

         A.   The number of the directors of the Corporation shall consist of 
         not less than three nor more than eight. The exact number of directors
         within the minimum and maximum limitations specified in the preceding
         sentence shall be fixed from time to time by the Board of Directors
         pursuant to a resolution adopted by a majority of the entire Board.

         B.   The Board of Directors shall be and is divided into three classes:
         Class I, Class II and Class III. No one class shall have more than one
         director more than any other class. If a fraction is contained in the
         quotient arrived at by dividing the authorized number of directors by
         three, then, if such fraction is one-third, the extra director shall
         be a member of Class III and, if such fraction is two-thirds, one of
         the extra directors shall be a member of Class II and the other extra
         director shall be a member of Class III, unless otherwise provided for
         from time to time by resolution adopted by a majority of the Board of
         Directors.

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         C.   Elections of directors need not be by written ballot except as and
         to the extent provided in the By-Laws of the Corporation.

         D.   Each director shall serve for a term ending on the date of the 
         third annual meeting following the annual meeting at which such
         director was elected.

         E.   In the event of any increase or decrease in the authorized number
         of directors, (i) each director then serving as such shall
         nevertheless continue as a director of the class of which he is a
         member until the expiration of his current term or his prior death,
         retirement, or resignation and (ii) the newly created or eliminated
         directorships resulting from such increase or decrease shall be
         apportioned by the Board of Directors among the three classes of
         directors so as to ensure that no one class has more than one director
         more than any other class. To the extent possible, consistent with the
         foregoing rule, any newly created directorships shall be added to
         those classes whose terms of office are to expire at the latest dates
         following such allocation, and any newly eliminated directorships
         shall be subtracted from those classes whose terms of office are to
         expire at the earliest dates following such allocation, unless
         otherwise provided for from time to time by resolution adopted by a
         majority of the directors then in office, although less than a quorum.

         F.   Notwithstanding any provisions to the contrary contained herein, 
         each director shall hold office until his successor is elected and
         qualified, or until his earlier death, resignation or removal.

         G.   Any vacancy in the Board of Directors, however occurring, 
         including a vacancy resulting from an enlargement of the Board, may be
         filled only by vote of a majority of the directors then in office,
         although less than a quorum, or by a sole remaining director. A
         director elected to fill a vacancy shall be elected for the unexpired
         term of his predecessor in office, if applicable, and a director
         chosen to fill a position resulting from an increase in the number of
         directors shall hold office until the next election of the class for
         which such director shall have been chosen and until this successor is
         elected and qualified, or until his earlier death, resignation or
         removal.

         H.   At any meeting of the Board of Directors at which a quorum is
         present, the vote of a majority of those present shall be sufficient
         to take any action, unless a different vote is specified by law or the
         Corporation's Articles of Incorporation or By-Laws.

         I.   Any one or more of all of the directors may be removed, with 
         cause, by the holders of at least sixty-six and two-thirds percent (66
         2/3%) of the shares then entitled to vote at an election of directors.

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         J.   Advance notice of shareholder nominations for election of 
         directors and other business to be brought by shareholders before a
         meeting of shareholders shall be given in the manner provided in the
         By-Laws of the Corporation.

8.       A director may be removed from office only for cause, by a vote of the
         holders of two-thirds of the shares outstanding and entitled to vote
         thereon, at a special meeting of the shareholders called for that
         purpose.

9.       A.   These Articles of Incorporation may be amended in any manner now 
         or hereafter prescribed by the Virginia Stock Corporation Act, as
         amended, provided that, except as set forth below or otherwise
         required by law, shareholders may approve any proposed amendment of
         these Articles of Incorporation by vote of the holders of a majority
         of shares outstanding and entitled to vote thereon. Notwithstanding
         the foregoing, Article 4, Article 5, Article 7, Article 8, this
         Section A of Article 9, Section B of Article 3 and the provisions of
         Article 3 authorizing 1,000,000 shares of undesignated Preferred
         Stock, $.01 par value per share, may only be amended by vote of the
         holders of at least two-thirds of the shares outstanding and entitled
         to vote thereon.

         B.   The shareholders may approve a merger, share exchange or sale of
         all or substantially all of the Corporation's assets not in the
         ordinary course of business by vote of the holders of a majority of
         the shares outstanding and entitled to vote thereon; provided,
         however, that the foregoing shall not be applicable to an "affiliated
         transaction" as defined in Section 13.1-725 of the Virginia Stock
         Corporation Act, as amended, or any successor provision.

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                              BEST SOFTWARE, INC.

               Articles of Amendment to Articles of Incorporation


1.       The name of the Corporation is Best Software, Inc.

2.       The text of the amendment to the Corporation's Articles of 
         Incorporation is as follows:

         a)  The first paragraph of Article 1 of the Articles of Incorporation
             is hereby deleted in its entirety and the following is inserted in
             lieu thereof:

             The Corporation shall have the power to issue 40,000,000 shares of 

             Common Stock, having no par value ("Common Stock"), 1,000,000
             shares of Preferred Stock, having a par value of $.01 per share
             ("Preferred Stock") and 41,667 shares of Class A Preferred Stock,
             having a par value of $.01 per share ("Class A Preferred Stock").

3.       The foregoing amendment was adopted by the Board of Directors of the 
         Corporation on August 6, 1997 and submitted to the shareholders of the
         Corporation for their approval. At a meeting of the shareholders duly
         held on September 11, 1997, the voting group consisting of holders of
         all outstanding shares of Common Stock and Class A Preferred Stock
         were entitled to vote on such amendment. Such voting group consists of
         7,476,790 shares outstanding and is entitled to cast 8,060,028
         votes. A total of 7,843,143 votes in favor of the amendment were
         cast by the voting group consisting of all holders of Common Stock and
         Class A Preferred Stock. This number of votes was sufficient for
         approval by such voting group.


         EXECUTED as of this 14th day of October, 1997.


BEST SOFTWARE, INC.



By:  /s/ TIMOTHY A. DAVENPORT
    --------------------------
       Timothy A. Davenport
       President


ATTEST:


   /s/ SHELLEY W. REBACK
------------------------
       Shelley W. Reback
       Secretary